Common use of Employee Plans Clause in Contracts

Employee Plans. (a) Section 4.17(a) of the Parent Disclosure Letter contains a correct and complete list of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Set forth in Section 4.17(a4.15(a) of the Parent Company Disclosure Letter contains Schedule is a complete and correct and complete list of each Company Plan. The Companies have made available to Purchaser, to the extent applicable, with respect to each Company Plan (i) the plan document and all amendments thereto (or, in the case of any unwritten Company Plan a written summary thereof), (ii) the most recently disseminated summary plan description and an explanation of any material Parent Benefit plan modifications made after the date thereof, (iii) the trust agreement, (iv) the three (3) most recent Form 5500 Annual Reports, (v) non-discrimination testing results on each Company’s 401(k) Plan as for the three (3) most recent plan years, (vi) for each Company Plan which is intended to be a “qualified plan” under Section 401 of the date of this AgreementCode, the most recent determination letter received from the IRS, and (vii) all related Contracts, insurance Contracts, and other Contracts by which such Company Plan is established, operated, administered, or funded. No Company has any formal plan or commitment, whether legally binding or not, to create any additional Company Plan or modify or change any existing Company Plan. (b) Parent Other than the other Companies, neither the Seller nor any Company has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsany ERISA Affiliates. (c) With Each Company Plan complies in form and has at all times been maintained and operated, in all material respects, in accordance with the requirements of all applicable Laws, including ERISA and the Code, if applicable, and each Company Plan has been maintained and operated in accordance with its terms. (d) All required reports and descriptions (including, without limitation, Form 5500 Annual Reports, summary annual reports, and summary plan descriptions) have been timely filed with the appropriate Government Entities and distributed appropriately to participants and beneficiaries with respect to each Parent Company Plan. The requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), including without limitation the notice and continuation of coverage requirements, have been satisfied with respect to each Company Plan that is an Employee Welfare Benefit Plan and that is subject to such requirements. (e) All contributions (including all employer contributions and employee salary reduction contributions) that are required to have been made by applicable Law or by the terms of the applicable plan have been timely paid to each Company Plan that is an Employee Pension Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been either made to each Employee Pension Benefit Plan or accrued in accordance with the past custom and practice of the Companies. All premiums or other payments for all periods ending on or before the Closing Date have been timely paid with respect to each Company Plan that is an Employee Welfare Benefit Plan. (f) Each Company Plan that is intended to qualify be qualified under Section 401(a) of the Code, such planCode is subject to a favorable IRS determination letter, and its related trustthere are no facts or circumstances that have affected or are likely to affect the qualified status of such Company Plan. None of the Company Plans are, and no Company has received any Liability (including current or potential withdrawal Liability) with respect to, a determination letter from multiemployer plan (within the IRS that it is so qualified and that its trust is exempt from Tax under meaning of Section 501(a3(37) or 4001(a)(3) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such ERISA) or a single employer pension plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA. Except as required by COBRA, currently none of the Company Plans provide for or formerly maintained by Parent promise retiree medical, disability, or any ERISA Affiliate, except as would not, individually life insurance benefits. No Company Plan is (i) a defined benefit plan or in subject to Section 412 of the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Code or Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have (ii) a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectself-insured group health plan. (g) Each Parent Benefit Plan Except as set forth on Section 4.15(g) of the Company Disclosure Schedule, there has been established no “prohibited transaction” (as defined in ERISA § 406 or Code § 4975) and administered no “reportable event” (within the meaning of ERISA § 4043) has occurred, with respect to any Company Plan. No “fiduciary” (as defined in all respects ERISA § 3(21)) has any Liability for breach of fiduciary duty or any other failure to act or comply in accordance with its terms, and in compliance in all respects connection with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any administration or investment of the Parent Benefit Plans assets of any Company Plan. No Action or Proceeding with respect to the administration or the investment of the assets of any funds Company Plan (other than routine claims for benefits) is pending, threatened, or trusts established thereunder anticipated. To the Knowledge of the Company, there is no basis for any such Action or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectProceeding. (h) None Except as specified on Section 4.15(h) of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. Company Disclosure Schedule, (i) Except no Company is, nor will be, obligated to pay separation, severance, termination or similar benefits as provided in a result of any transaction contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) such transaction accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits undervesting, or materially increase the amount, of any benefit or other compensation due to any individual from the Company; and (ii) the transactions contemplated by this Agreement will not be the direct or indirect cause of any amount paid or payable or result in by any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered Company being classified as an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of payment under Section 280G of the Code. (ji) No Parent Benefit Each Company Plan provides for the gross-up or reimbursement of Taxes under that constitutes a nonqualified deferred compensation plan subject to Section 409A or 4999 of the CodeCode (each, or otherwise. (ka “Section 409A”) Except as would not, individually or is and has been operated in compliance with the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws provisions of any jurisdiction outside Section 409A of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, Code and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsTreasury Regulations promulgated thereunder.

Employee Plans. (a) Section 4.17(a3.18(a)(i) of the Parent Company Disclosure Letter contains sets forth a true, correct and complete list of each material Parent Benefit Plan list, as of the date of this Agreement. (b, of all material Employee Plans, and Section 3.18(a)(ii) Parent has provided or made available to of the Company with Disclosure Letter separately sets forth each Contract or Employee Plan providing for severance payments (other than those pursuant to which severance is required by applicable Law). With respect to each material Employee Plan providing benefits to employees whose principal work location is in the United States, to the extent applicable, the Company has made available to Parent Benefit Plan true, correct and complete copies of (i) a true the current plan documents and complete copy of all current summary plan documentsdescriptions; (ii) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify pursuant to Section 401(a) of the Code; (iii) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (iv) any related trust agreements, insurance contracts, insurance policies or other Contracts of any funding arrangements; (v) any notices to or from the IRS or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any material compliance issues in respect of any such Employee Plan during the past three years. With respect to each material Employee Plan that is maintained in any non-United States jurisdiction primarily for the benefit of any employee of the Company or any of its Subsidiaries whose principal work location is outside of the United States (the “International Employee Plans”), and insurance contracts and all amendments thereto and (ii) to the extent applicable applicable, (A) the most recent actuarial valuation reportsa summary of such International Employee Plan, (B) the most recent Form 5500 annual report or similar compliance documents required to be filed with the U.S. Department of Labor and all schedules thereto any Governmental Authority with respect to such plan; and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect any document comparable to each Parent Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, referenced pursuant to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, clause (ii) accelerate the time of payment or vesting or result in any payment or funding (through above issued by a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject Governmental Authority relating to the Laws satisfaction of any jurisdiction outside of law necessary to obtain the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special most favorable Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a4.12(a) of the Parent Company Disclosure Letter contains a correct and complete list of each material Parent Benefit Plan Schedule lists, as of the date of this Agreement, each material Company Plan. None of the Company Plans is (i) a defined benefit plan (as defined in Section 3(35) of ERISA), whether or not subject to ERISA, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”) or (iii) a multiple employer plan subject to Sections 4063 or 4064 of ERISA. (b) Parent Each Company Plan has provided or made available to been operated and administered in all material respects in accordance with its terms and the Company with respect to each material Parent Benefit Plan (i) a true and complete copy requirements of all plan documents, if anyapplicable Laws, including related trust agreements, funding arrangements, ERISA and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Code. Each Company Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS that it Internal Revenue Service (“IRS”) or is so qualified and that its trust is exempt from Tax under Section 501(a) of entitled to rely on a favorable opinion issued by the CodeIRS, and, to the Knowledge of Parentthe Company, nothing no fact or event has occurred since the date of such determination letter which could reasonably be expected to result in the revocation of such letter. There are no investigations by any Governmental Authority, termination proceedings or other claims or litigation, pending or to the Knowledge of the Company, threatened, against or relating to any Company Plan or asserting any rights to or claims for benefits under any Company Plan, the assets or any of the trusts under such Company Plan or the plan administrator, or against any fiduciary of any Company Plan with respect to the operation of the Company Plan (except routine claims for benefits payable under the Company Plans) other than any such plan which investigations, proceedings or claims that would not reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would notbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. All contributions, premiums and benefit payments under or in connection with the Company Plans that are required to have been made as the date of this Agreement in accordance with the terms of the Company Plans or applicable Law have been timely made in all material respects. Except as would not reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would nothave, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect, there has been no act, omission or condition with respect to any Company Plan that would be reasonably likely to subject the Company or its Subsidiaries to any fine, penalty, Tax or liability of any kind imposed under ERISA, the Code or applicable Law (except for routine claims for benefits). (c) Neither the Company, its Subsidiaries nor any of their Affiliates and any trade or business (whether or not incorporated) that is or has ever been under common control, or that is or has ever been treated as a single employer, with the Company or its Subsidiaries under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”), have terminated any defined benefit plan, or incurred any outstanding liability under Section 4062 of ERISA to the Pension Benefits Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. No event has occurred and no condition exists that would subject the Company or its Subsidiaries, by reason of its affiliation with any ERISA Affiliate, to any material liability imposed under Title IV of ERISA or Code Section 412. (d) Subject to the requirements of applicable Law, no provision of any Foreign Plan or of any agreement, and no act or omission of the Company or any of its Subsidiaries, impairs, modifies, or otherwise affects in any material respect the right of the Company or any of its Subsidiaries to unilaterally amend or terminate any Foreign Plan, and no written commitments to materially amend any Foreign Plan have been made. (e) With respect to any Multiemployer Plan, neither Parent Neither the Company nor any of its ERISA Affiliates Subsidiaries has incurred any withdrawal material obligation or liability (contingent or otherwise) to provide post-retirement life insurance or health benefits coverage for current or former officers, directors, or employees of the Company or any of its Subsidiaries except as may be required under Part 6 of Title IV I of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectstate insurance laws. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit No Company Plan or other arrangement maintained by the Company or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims)Subsidiary, except where such claims would not, either individually or in the aggregatecollectively, reasonably be expected to have exists that, as a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any result of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor and the consummation of the transactions contemplated hereby or thereby will (either Transactions, whether alone or in combination connection with another event) any subsequent event(s), could (i) result in any material payment becoming due to any current the acceleration or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result increase in any payment or benefit, the vesting or funding (through a grantor trust or otherwise) of material compensation or benefits underunder or any payment, contribution or materially increase the amount payable or result in any other material funding obligation pursuant to, to any of the Parent Benefit PlansCompany Plans or other arrangement, (ii) limit the right to merge, amend or terminate any Company Plan or (iii) result in any payment that would not be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning deductible by reason of Section 280G of the Code. (jg) No Parent Benefit Each Plan provides for the gross-up or reimbursement of Taxes under that is a “nonqualified deferred compensation plan” (as defined in Section 409A or 4999 of the Code, or otherwise) is in material compliance with Section 409A of the Code and the rules and regulations thereunder. (kh) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States Each Foreign Plan (i) have has been maintained maintained, operated and funded in all material respects in accordance with all applicable requirementsLaw, (ii) that are if it is intended to qualify for special Tax tax treatment, meet has met all material requirements for such treatment, treatment and (iii) that are if it is intended to be funded and/or book-book reserved, are is fully funded and/or book reserved, as appropriate, based upon on reasonable actuarial assumptions, where applicable.

Employee Plans. (a) Section 4.17(a3.17(a) of the Parent Company Disclosure Letter contains a correct and complete list of each material Parent Company Benefit Plan as of the date of this Agreement. (b) Parent The Company has provided or made available to the Company Parent with respect to each material Parent Company Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Company Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parentthe Company, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent the Company or any of the Parent Company Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Company Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent the Company or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (e) With respect to any “multiemployer plan” as defined in Section 3(37) of ERISA (a “Multiemployer Plan”), neither Parent the Company nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parentthe Company, threatened material actions, claims or lawsuits against or relating to any Parent Company Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (g) Each Parent Company Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Company Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parentthe Company’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) None of the Parent Company Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent the Company and the Parent Company Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Company Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Company Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a3.17(a) of the Parent Company Disclosure Letter contains sets forth a correct complete and complete accurate list of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy “employee benefit plan” (as defined in Section 3(3) of all plan documentsERISA), if anywhether or not subject to ERISA, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (a “Company ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries currently has or could have any material liability (including contingent liability), other than governmentally administered plans and plans mandated by applicable Law (together the “Company Employee Plans”). With respect to each Company Employee Plan other than a Company Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “Company International Employee Plans”), to the extent applicable the Company has Made Available to Parent complete and accurate copies of: (A) the three (3) most recent actuarial valuation reportsrecently filed annual reports on Form 5500 required to have been filed with the IRS for each Company Employee Plan, including all schedules thereto; (B) the most recent Form 5500 filed with determination or opinion letter, if any, from the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit IRS for any Company Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, such planor a written description of the terms of any Company Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and its related trust, has received a determination letter (E) any notices or other communications to or from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) or DOL relating to any material compliance issues in respect of the Code, andany such Company Employee Plan. With respect to each Company International Employee Plan, to the Knowledge extent applicable, the Company has Made Available to Parent complete and accurate copies of Parent, nothing has occurred (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to the operation of any such plan which and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Company Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (ii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) or (iii) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA, and neither the Company nor any Subsidiary has ever incurred any liability with respect to a multiemployer plan, multiple employer plan or other employee benefit plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. (c) Except as would not reasonably be expected to cause result in material liability to the loss Company and its Subsidiaries, taken as a whole, each Company Employee Plan has been established, maintained, operated and administered in compliance with its terms and with all applicable Law, including the applicable provisions of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or and the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists (i) Each Company Employee Plan that is reasonably likely subject to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B 409A of the Code has been operated and administered in material compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax, interest or other liability with respect penalty thereunder; (ii) the document or documents that evidence each such plan or arrangement have conformed to the Parent Benefit Plans or with respect provisions of Section 409A of the Code and the final regulations under Section 409A of the Code since December 31, 2008; and (iii) any Company Employee Plan in existence prior to any ongoingJanuary 1, frozen or terminated 2005, and not subject to Section 409A of the Code has not been “single-employer plan”, materially modified” (within the meaning of Section 4001(a)(15IRS Notice 2005 1) of ERISAat any time after October 3, currently or formerly maintained by Parent 2004. No Person is entitled to receive any additional payment (including any Tax gross-up payment) from the Company or any ERISA Affiliate, except of its Subsidiaries as would not, individually or in a result of the aggregate, reasonably be expected to have a Parent Material Adverse Effectimposition of additional Taxes under Section 409A of the Code. (e) With respect to any Multiemployer PlanAs of the date hereof, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There there are no Legal Proceedings pending or, to the Knowledge of Parentthe Company, threatened material actionson behalf of or against any Company Employee Plan, claims the assets of any trust under any Company Employee Plan, or lawsuits against or relating to any Parent Benefit Plan the plan sponsor, plan administrator or any trusts related thereto fiduciary or any Company Employee Plan with respect to the administration or operation of such plan (plans, other than routine benefits claims)claims for benefits. (f) None of the Company, except where any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Company Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such claims would notterm is defined in Section 4975 of the Code or Section 406 of ERISA, individually or in the aggregate, which could reasonably be expected to have result in the imposition of a Parent Material Adverse Effectmaterial penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) Each Parent Benefit No Company Employee Plan has been established and administered in all respects in accordance with its termsprovides health, and in compliance in all respects with the applicable provisions of ERISA, the Code and medical or other applicable Laws, and all contributions required welfare benefits to have been made under any former employees of the Parent Benefit Plans Company or its Company ERISA Affiliates, other than pursuant to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense similar Law. (h) Each Company Employee Plan that is intended to be “qualified” under Section 401 of the participant Code has received a favorable determination letter or prototype opinion letter from the participant’s beneficiaryIRS as to its qualifications and, to the Knowledge of the Company, no fact or event has occurred since the date of such determination letter or prototype opinion letter that would reasonably be expected to adversely affect the qualified status of any such Company Employee Plan. (i) Except Each Company International Employee Plan (A) that is intended to qualify for special tax treatment has, to the Knowledge of the Company, met all requirements for such tax treatment, (B) does not have material unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such Company International Employee Plan, (C) is in material compliance with all applicable Laws, and (D) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been to the Knowledge of the Company so qualified, approved or registered and nothing has occurred that could reasonably be expected to result in the loss of such qualification, approval or registration, as provided in this Agreement, neither applicable. (j) Neither the execution and or delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (by this Agreement will, either alone or in combination connection with another event) any other event (iA) result in any material severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or consultant independent contractor of Parent and the Parent Company or any of its Subsidiaries, (iiB) accelerate increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor, or (C) result in the acceleration of the time of payment or payment, vesting or result in any payment or funding (through a grantor trust or otherwise) of any such benefit or compensation, or (D) limit or restrict the right of the Company or any Subsidiary of the Company to merge, amend or terminate any Company Employee Plan. (k) Except as would not reasonably be expected to result in material compensation liability to the Company and its Subsidiaries, taken as a whole, all contributions, premiums and other payments required to be made with respect to any Company Employee Plan have been timely made, accrued or benefits underreserved for. (l) Except as required by applicable Law or the terms of any Company Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Company Employee Plan or to continue or materially increase any benefits under any Company Employee Plan. (m) No amount paid or payable by the amount payable Company or result any Subsidiary of the Company in any other material obligation pursuant to, connection with the Merger or any of the Parent Benefit Plans, transactions contemplated hereby (either alone or (iiiin combination with any other event) result in any payment that would will be considered an “excess parachute payment” within the meaning of Section 280G of the Code Code. No Person is entitled to receive any “disqualified individual” within additional payment (including any Tax gross-up payment) from the meaning Company or any of its Subsidiaries as a result of the imposition of additional Taxes under Section 280G 4999 of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Other than as disclosed in the Parent SEC Reports, or as set forth on Section 4.17(a3.9(a) of the Parent Disclosure Letter contains a correct and complete list of each material Parent Letter, there are no Employee Benefit Plan as of Plans established, maintained or contributed to by the date of this AgreementParent. (b) With respect to each Employee Benefit Plan, the Parent has provided or made available to the Company with respect to a true, correct and complete copy of: (i) each material Parent writing constituting a part of such Employee Benefit Plan (ior to the extent no copy exists, a materially accurate description); (ii) a true and complete copy of all for the three most recent plan documentsyears, Annual Report (Form 5500 Series), if any; (iii) the current summary plan description and any material modifications thereto, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto if required to be furnished under ERISA; and (ii) to the extent applicable (Aiii) the most recent actuarial valuation reportsdetermination letter from the Internal Revenue Service, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsif any. (c) With respect to each Parent Each Employee Benefit Plan that is intended to qualify under be a “qualified plan” within the meaning of Section 401(a) of the Code, such Code is either (i) entitled to reliance with respect to an opinion letter issued to a prototype plan, and its related trustpursuant to Revenue Procedure 2005-16, has received or (ii) is the recipient of a favorable determination letter from the IRS Internal Revenue Service that it is so qualified has not been revoked, and that its trust is exempt from Tax under Section 501(a) to the knowledge of the Code, and, to the Knowledge of Parent, nothing no event has occurred with respect to the operation of any such plan which would and no condition exists that could reasonably be expected to cause result in the loss of such qualification or exemption or the imposition revocation of any liability, penalty or Tax under ERISA or the Code, except such determination letter. (d) Except as would notis not reasonably likely, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. , (di) No condition exists that is reasonably likely all contributions required to subject be made to any Employee Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Parent or SEC Reports filed with the SEC prior to the date of this Agreement, (ii) a proper accrual has been made on the books of account of the Parent and any of the Parent Subsidiaries for all contributions, premium payments and other payments due in the current fiscal year and not paid on or before the Effective Date, and (iii) no contribution, premium payment or other payment has been made in support of any Employee Benefit Plan that is in excess of the allowable deduction for federal income tax purposes for the year with respect to any direct or indirect material liability under Title IV of ERISA or to a civil penalty which the contribution was made (whether under Section 502 of ERISA or liability under 162, Section 4069 of ERISA or 280G, Section 4975404, 4976Section 419, or 4980B Section 419A of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15otherwise). (e) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except Except as would notis not reasonably likely, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to each Employee Benefit Plan, the operation Parent and the Parent Subsidiaries have complied, and are now in compliance, with all provisions of ERISA, the Code and all Laws applicable to such plan (other than routine benefits claims), except where such claims would not, individually or Employee Benefit Plans in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) all material respects. Each Parent Employee Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance terms in all respects material respects. All reports and filings with governmental entities (including the applicable Department of Labor, the Internal Revenue Service and the SEC) required in connection with each Employee Benefit Plan have been timely made. All disclosures and notices required by Law or Employee Benefit Plan provisions to be given to participants and beneficiaries in connection with each Employee Benefit Plan have been properly and timely made. All Employee Benefit Plans intended to be tax qualified under Section 401(a) or Section 403(a) of the Code are so qualified. All trusts established in connection with Employee Benefit Plans intended to be tax exempt under Section 501(a) or (c) of the Code are so tax exempt. (f) No Employee Benefit Plan is subject to Title IV of ERISA (including, without limitation, any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA) and no liability under Title IV of ERISA has been or is expected to be incurred by the Parent, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Subsidiaries or any other entities that are, along with the Parent or any of the Parent Subsidiaries, treated as a single employer under Sections 414(b), (c) or (m) of the Code. (g) Other than as set forth on Section 3.9(g) of the Parent Disclosure Letter, no Employee Benefit Plans Plan is subject to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in Section 409A of the aggregate, reasonably be expected to have a Company Material Adverse EffectCode. (h) None Neither the Parent nor any of the Parent Benefit Plans provide retiree Subsidiaries sponsor any of the following: (i) a plan that is or is intended to be an employee stock ownership plan as defined in Section 4975(c)(7) of the Code, (iii) a nonqualified deferred compensation arrangement, (iv) a multiemployer plan as defined in Section 3(37) of ERISA or Section 414(f) of the Code, (v) a multiple employer plan maintained by more than one employer as defined in Section 413(c) of the Code, (vi) a plan that owns any employer securities as an investment, (vii) a plan that provides benefits (or provides increased benefits or vesting) as a result of a change in control of the Parent or any of the Parent Subsidiaries, (viii) a plan that is maintained pursuant to collective bargaining, or (ix) a plan that is funded, in whole or in part, through a voluntary employees’ beneficiary association exempt from tax under Section 501(c)(9) of the Code. (i) Neither the Parent nor any of the Parent Subsidiaries have any material liability for life, health or life insurance medical benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as may be required by Section 4980B of the Code and Section 601 or Part 6 of ERISA or any other applicable Law or at the expense Title I of the participant or the participant’s beneficiaryERISA. (ij) Except as provided in this Agreementset forth on Section 3.9(j) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby by this Agreement will (not, either alone or in combination connection with another event) termination of employment, (i) result in any material payment becoming due to entitle any current or former director, employee or consultant officer of Parent and the Parent Subsidiariesor the Parent Subsidiaries to severance pay or any other material payment, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits undervesting, or materially increase the amount payable of compensation due any such employee or result in any other material obligation pursuant to, any of the Parent Benefit Plans, officer or (iii) result in give rise to the payment of any payment amount that would not be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of deductible under Section 280G of the Code. (jk) No Parent To the knowledge of the Parent, there is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation or Order pending with regard to any Employee Benefit Plan provides other than routine uncontested claims for benefits. To the gross-up knowledge of the Parent, no Employee Benefit Plan is currently under examination or reimbursement audit by the Department of Taxes Labor, the Internal Revenue Service or the Pension Benefit Guaranty Corporation. To the knowledge of the Parent, neither the Parent nor any of the Parent Subsidiaries have any liability (either directly or as a result of indemnification) for (and the transactions contemplated by this Agreement will not cause any liability for): (i) any excise taxes under Section 409A 4971 through Section 4980B, Section 4999, Section 5000 or 4999 any other Section of the Code, (ii) any penalty under Section 502(i), Section 502(l), Part 6 of Title I or otherwiseany other provision of ERISA, or (iii) any excise taxes, penalties, damages or equitable relief as a result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable Law. All accruals required under FAS 106 and FAS 112 have been properly accrued on the most recently issued quarterly financial statements. No condition, agreement or Employee Benefit Plan provision limits the right of any Parent to amend, cut back or terminate any Employee Benefit Plan (except to the extent such limitation arises under ERISA). Neither the Parent nor any of the Parent Subsidiaries have any liability for life insurance, death or medical benefits after separation from employment other than (i) death benefits under the Employee Benefit Plans and (ii) health care continuation benefits described in Section 4980B of the Code. (kl) Except as would notAs of January 1, individually 2007, the Parent does not have any outstanding loans to any current or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside former employees of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsParent.

Employee Plans. (a) Section 4.17(aSchedule 3.19(a) of the Parent Disclosure Letter contains sets forth a correct and complete list of each material Parent Company Benefit Plan as of the date of this AgreementPlan. (b) Parent With respect to each Company Benefit Plan, the Company has provided or made available to Parent, to the Company with respect to each material Parent Benefit Plan extent applicable, correct and complete copies of (i) a true the Company Benefit Plan document, including, for the avoidance of doubt, any amendments or supplements thereto, and complete copy of all plan related trust documents, if anyinsurance Contracts or other funding vehicle documents (or where no such copies are available, including related trust agreementsa written description thereof), funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent recently prepared actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto report and (Ciii) all current summary plan descriptions and summaries of material modificationscorrespondence to or from any Governmental Entity received in the last three (3) years with respect thereto (or where no such copies are available, a written description thereof). (c) Each Benefit Plan (including any related trusts) has been established, operated and administered in compliance in all respects with its terms and applicable laws, including ERISA and the Code, and all contributions or other amounts payable by the applicable sponsor of such Benefit Plan with respect thereto in respect of the current or prior plan year have been paid or accrued in accordance with GAAP, except, in each case, as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (d) There are no Proceedings (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened in writing by a Governmental Entity, on behalf of or against any Benefit Plan or any trust related thereto, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (e) With respect to each Parent Benefit Plan that is an ERISA Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of (i) the most recent summary plan description together with any summaries of all material modifications and supplements thereto, (ii) the most recent IRS determination or opinion letter and (iii) the two most recent annual reports on Form 5500 and, for the avoidance of doubt, all schedules and financial statements attached thereto. (f) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect each Benefit Plan that is an ERISA Plan and that is intended to qualify be qualified under Section 401(a) of the Code, such planCode has been determined by the IRS to be so qualified, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parentthe Company, nothing has occurred with respect to that would adversely affect the operation qualification or Tax exemption of any such plan Benefit Plan that is an ERISA Plan. With respect to each Benefit Plan that is an ERISA Plan, neither the Company nor any of its Subsidiaries has engaged in a transaction in connection with which would the Company or any of its Subsidiaries reasonably could be expected subject to cause the loss either a civil penalty assessed pursuant to Section 409 or 502(i) of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, except as would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (dg) No condition exists Neither the Company nor any of its ERISA Affiliates contributes to or has any obligation with respect to a Benefit Plan that is reasonably likely subject to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B 412 of the Code or other Section 302 or Title IV of ERISA. (h) Neither the Company nor any of its ERISA Affiliates maintains, participates in or contributes to, or has any outstanding obligation under any Multiemployer Plan. (i) Neither the Company nor any of its respective ERISA Affiliates has any liability with respect to a (i) plan which is subject to Section 412 of the Parent Benefit Plans Code or with respect to any ongoing, frozen Section 302 or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) Title IV of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate(ii) Multiemployer Plan, except except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect. (hj) No Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (k) Except as set forth on Schedule 3.19(k) or as required by applicable law, no Company Benefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person (excluding any individual employment, separation or termination agreements or arrangements under which the Company subsidizes any benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for any Person), and the Company has no existing material obligation to provide any such benefits to any employees of the Company. (l) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of or the performance under this Agreement nor or the consummation of the transactions contemplated hereby or thereby will (by this Agreement could reasonably be expected to, either alone or in combination with another event) , (i) result in entitle any Company Employee to material severance pay or any material payment becoming due to increase in severance pay under any current or former director, employee or consultant of Parent and the Parent SubsidiariesBenefit Plan, (ii) accelerate the time of payment or vesting or result in of any payment or funding (through a grantor trust or otherwise) of material compensation or benefits underunder any Benefit Plan, or materially increase the amount payable or result in of compensation due to any other material obligation pursuant to, Company Employee under any of the Parent Benefit PlansPlan, or (iii) result in limit or restrict the right to merge, terminate, materially amend, supplement or otherwise materially modify or transfer the assets of any Company Benefit Plan on or following the Effective Time. (m) The Company does not have any obligation to provide, and no Benefit Plan or other agreement or arrangement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment that would be considered an “excess parachute payment” within the meaning of for any excise or additional Taxes incurred pursuant to Section 280G 409A or Section 4999 of the Code or due to the failure of any “disqualified individual” within the meaning of payment to be deductible under Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (kn) Except as would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws laws of any jurisdiction outside of the United States (ieach, an “International Plan”) (x) have been maintained in accordance with all applicable requirements, (iiy) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iiiz) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (o) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) the Pension Scheme is in compliance, and has been operated in accordance with, all applicable laws and regulations relating to the Pension Scheme, including, without limitation, any applicable provisions of the Pensions ▇▇▇ ▇▇▇▇, (ii) the Pension Scheme is a registered pension scheme within the meaning of s.150(2) Finance ▇▇▇ ▇▇▇▇ and, to the Knowledge of the Company, there is no reason why Her Majesty’s Revenue and Customs would reasonably be expected to withdraw such registration, (iii) all contributions and expenses in respect of the Pension Scheme have been paid on the due dates and at the rates in accordance with the terms of the Pension Scheme and in the schedule of contributions currently applicable to the Pension Scheme, (iv) no contributions are payable in arrears, and there is no outstanding or contingent liability which may be attributable to the Company or its Subsidiaries to meet any expenses in respect of the Pension Scheme which have already been incurred, other than expenses in the ordinary course of administration of the Pension Scheme, (v) no notifiable event for the purposes of s.69 Pensions ▇▇▇ ▇▇▇▇ has occurred in relation to the Pension Scheme which has not been duly notified to the applicable Governmental Entity or which has fallen within directions issued by the applicable Governmental Entity under s.69(1) Pensions ▇▇▇ ▇▇▇▇, and (vi) no event has taken place which has resulted or will or may result in the commencement of the winding up of the Pension Scheme (or any part of it).

Employee Plans. Except as set forth in the National City Disclosure Letter, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral, and all trust agreements related thereto, relating to any present or former directors, officers or employees of National City or its subsidiaries (a"National City Employee Plans") Section 4.17(a) have been maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of the Parent Disclosure Letter contains a correct and complete list Employee Retirement Income Security Act of each material Parent Benefit Plan 1974, as of amended ("ERISA"), the date of this Agreement. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangementsCode, and insurance contracts and all amendments thereto and (ii) to the extent any other applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) laws. With respect to each Parent Benefit National City Employee Plan that which is a pension plan (as defined in Section 3(2) of ERISA): (a) except for recent amendment(s) to the plans not materially affecting the qualified status of the plans (which are disclosed in, and copies of which are attached to, the National City Disclosure Letter), each pension plan as amended (and any trust relating thereto) intended to qualify be a qualified plan under Section 401(a) of the CodeCode either: (i) has been determined by the Internal Revenue Service ("IRS") to be so qualified, (ii) is the subject of a pending application for such plandetermination that was timely filed, and its related trust, has received or (iii) will be submitted for such a determination letter from prior to end of the IRS that it is so qualified and that its trust is exempt from Tax under "remedial amendment period" within the meaning of Section 501(a401(b) of the Code, and(b) there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), to whether or not waived, and no waiver of the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss minimum funding standards of such qualification sections has been requested from the IRS, (c) neither National City nor any of its subsidiaries has provided, or exemption or the imposition is required to provide, security to any pension plan pursuant to Section 401(a)(29) of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any the fair market value of the Parent Subsidiaries to any direct or indirect material liability under Title IV assets of ERISA or to a civil penalty under each defined benefit plan (as defined in Section 502 3(35) of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B ERISA) exceeds the value of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, "benefit liabilities" within the meaning of Section 4001(a)(154001(a)(16) of ERISAERISA under such defined benefit plan as of the end of the most recent plan year thereof ending prior to the date hereof, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or calculated on the basis of the actuarial assumptions used in the aggregatemost recent actuarial valuation for such defined benefit plan as of the date hereof, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV no reportable event described in Section 4043 of ERISA for which remains unsatisfiedthe 30 day reporting requirement has not been waived has occurred, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or as disclosed in the aggregateNational City Disclosure Letter, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan no defined benefit plan has been established and administered in all respects in accordance with its termsterminated, and in compliance in all respects with nor has the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.Pension Benefit

Employee Plans. (a) Section 4.17(a2.10(a) of the Parent Company Disclosure Letter contains a correct Schedules sets forth all material Company Employee Benefit Plans and complete list of each material Parent Benefit Company Employee Agreements (collectively, the “Company Plans”), and identifies the country in which such Company Plan as of the date of this Agreementis maintained. (b) Parent has provided or made available to Except as set forth in Section 2.10(b) of the Company Disclosure Schedules, with respect to each material Company Plan, the Company has made available to Parent Benefit Plan a true, correct and complete copy of: (i) a true each written Company Plan and complete copy of Company Employee Agreement and all amendments thereto, if any; (ii) the current summary plan documentsdescription and any material modifications thereto, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and or a written summary with respect to any plan for which no summary plan description exists; (ii) to the extent applicable (Aiii) the most recent actuarial valuation reportsdetermination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any; (Biv) the Form 5500 Annual Return/Report and accompanying schedules and attachments for the most recently completed plan year, if any; (v) the most recent Form 5500 filed with recently prepared actuarial reports and financial statements, if any; and (vi) all material correspondence within the U.S. preceding three (3) years to or from the Internal Revenue Service, Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries Labor, Pension Benefit Guaranty Corporation, or other governmental agency relating to any audit, investigation or voluntary correction of material modificationssuch Company Plan. (c) With respect to each Parent Each Company Employee Benefit Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a) of the CodeCode is the subject of a favorable determination letter (or, such planif applicable, is entitled to rely on an advisory or opinion letter) from the Internal Revenue Service that has not been revoked, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parentthe Company, nothing no event has occurred with respect to the operation of any such plan which and no condition exists that would reasonably be expected to cause adversely affect the loss qualified status of any such qualification Company Employee Benefit Plan or exemption or result in the imposition of any material liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists (i) Each Company Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the financial statements included in the currently applicable Available Company SEC Documents which are publicly available prior to the Agreement Date. (e) In the last six (6) years, neither the Company nor any Company Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, and neither the Company nor any Company Affiliates otherwise has any liability (including any contingent liability) with respect to, (i) a plan that is reasonably likely subject to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B Sections 412 of the Code or other liability with respect to the Parent Benefit Plans Section 302 or with respect to any ongoingTitle IV of ERISA, frozen or terminated (ii) a “single-employer multiemployer plan”, ” within the meaning of Section 4001(a)(153(37) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except . No Company Employee Benefit Plan is a “multiple employer welfare arrangement” (as would not, individually or defined in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (eSection 3(40) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectERISA). (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as otherwise provided in this AgreementAgreement or as set forth in Section 2.10(f) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement nor the Company Stockholder Approval nor the consummation of the transactions contemplated hereby or thereby Transactions will (either alone or in combination together with another any other event) (i) result in any material payment becoming due to entitle any current or former directorCompany Employee to any payment or benefit, employee including any bonus, retention, severance or consultant of Parent and the Parent Subsidiaries, retirement payment or benefit; or (ii) accelerate the time of payment or vesting or result in trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or trigger any other obligation under, any Company Plan. (g) Except as set forth in Section 2.10(g) of the Company Disclosure Schedules, (i) neither the execution of this Agreement, Company Stockholder Approval nor the consummation of the Transactions (either alone or together with any other event) will, or would reasonably be expected to, result in the payment of any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute paymentpayments” within the meaning of Section 280G of the Code to and (ii) no Company Plan, and neither the Company nor any Company Subsidiary, provides for a “disqualified individualgross-up” or similar payment in respect of any Taxes that may become payable under Sections 409A or 4999 of the Code. (h) Each Company Plan that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 280G 409A of the Code complies in all material respects with, and the Company and all Company Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A of the Code. (ji) No Parent Benefit None of the Company, any Company Subsidiary or any Company Plan provides for the grossor has an obligation to provide any post-up retirement medical benefits (whether insured or reimbursement of Taxes self-insured) to any current or former Company Employee (other than coverage mandated by applicable Law, including benefits required to be provided to avoid excise Tax under Section 409A or 4999 4980B of the Code). The Company and each Company Affiliate have complied in all material respects with Section 4980B of the Code or Part 6 of Subtitle B under Title I of ERISA or similar applicable Law. (j) There is no action, suit, investigation, audit, proceeding or otherwiseclaim pending or, to the Knowledge of the Company, threatened against any Company Plan before any court or arbitrator or any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation. (k) Except as would notNeither the Company nor any Company Subsidiary has been a party to, individually a sponsoring employer of, or in the aggregateotherwise is under any liability or obligation with respect to any defined benefit pension scheme, reasonably be expected final salary scheme or any death, disability or retirement benefit calculated by reference to have a Company Material Adverse Effectage, all Parent Benefit Plans subject to the Laws salary or length of service or any jurisdiction of them, for employees working outside of the United States U.S. Neither the Company nor any Company Subsidiary has discriminated against, or in relation to, any employees on grounds of age, sex, disability, marital status, hours of work, fixed-term or temporary agency worker status, sexual orientation, or religion or belief in providing pension, lump-sum, death, ill-health, disability or accident benefits (ito the extent such grounds are legally protected categories locally) have been maintained in accordance with all applicable requirements, (ii) such that are intended the Company or any Company Affiliate could reasonably be subject to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsmaterial liability relating thereto.

Employee Plans. (a) Section 4.17(a3.11(a) of the Parent Company Disclosure Letter contains Schedules sets forth a correct true and complete list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction). With respect to each material Parent Employee Benefit Plan as Plan, the Group Companies have provided HighCape with true and complete copies of the date of this Agreementmaterial documents pursuant to which the plan is maintained, funded and administered. (b) Parent Each Employee Benefit Plan has provided been established, funded, operated and administered in all material respects in accordance with its terms and in material compliance with all applicable Laws, including ERISA and the Code. No Employee Benefit Plan is subject to Title IV of ERISA. No Group Company maintains, sponsors, contributes to, or made available has or may have any Liability, and has not within the preceding six years (6) maintained, sponsored, or contributed to the Company or had any liability with respect to each material Parent Benefit Plan or under: (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and Multiemployer Plan; (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Sections 412 or 430 of the extent applicable Code; (Aiii) a “multiple employer plan” within the most recent actuarial valuation reports, meaning of Section of 413(c) of the Code or Section 210 of ERISA; or (Biv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. No Group Company has any material Liabilities to provide any retiree or post-termination health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to COBRA or similar Law and for which the most recent Form 5500 filed recipient pays the full cost of coverage. No Group Company has any material Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsany other Person. (c) With respect to each Parent Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it Code is so qualified and that its trust is exempt has timely received a favorable determination or opinion or advisory letter from Tax under Section 501(a) the Internal Revenue Service. None of the Code, and, to the Knowledge of Parent, nothing Group Companies has occurred with respect to the operation of incurred (whether or not assessed) any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, material penalty or Tax under ERISA Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of ParentCompany’s knowledge, threatened material actionsin writing, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto Proceedings with respect to the operation of such plan any Employee Benefit Plan (other than routine benefits claimsclaims for benefits). No Employee Benefit Plan is, or has been, the subject of an inquiry, examination, or audit by a Governmental Entity or has engaged in self-correction or a similar program in the last three (3) years. There have been no non-exempt “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and no breaches of fiduciary duty (as determined under ERISA) with respect to any Employee Benefit Plan, except where such claims as is not and would notnot reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made, except as is not and would not reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would notbe, individually or in the aggregate, reasonably be expected material to have the Group Companies, taken as a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiarywhole. (ie) Except as provided in this Agreement, neither the The execution and delivery of this Agreement nor and the consummation of the transactions contemplated hereby or thereby by this Agreement will not materially (either alone or in combination with another any other event) (i) result in any material payment or benefit becoming due to or result in the forgiveness of any indebtedness of any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies, (ii) increase the amount or value of any compensation or benefits payable to any current or former director, employee manager, officer, employee, individual independent contractor or consultant other service providers of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, Group Companies or (iii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding of any compensation or benefits to any current or former director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies. (f) No amount that would could be considered an received (whether in cash or property or the vesting of property) by any Person who could be a “excess parachute paymentdisqualified individual” within (as defined in Section 280G of the meaning Code) of any of the Group Companies under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to any “disqualified individual” within the meaning of an excise tax under Section 280G 4999 of the Code. (jg) No Parent Benefit Plan provides for the The Group Companies have no obligation to make a “gross-up up” or reimbursement similar payment in respect of Taxes any taxes that may become payable under Section 4999 or 409A or 4999 of the Code, or otherwise. (kh) Except Each Foreign Benefit Plan that is required to be registered or intended to be tax exempt has been registered (and, where applicable, accepted for registration) and is tax exempt and has been maintained in good standing, to the extent applicable, with each Governmental Entity. No Foreign Benefit Plan is a “defined benefit plan” (as would notdefined in ERISA, individually whether or in the aggregate, reasonably be expected not subject to ERISA) or has any material unfunded or underfunded Liabilities. All material contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored by a Company Material Adverse EffectGovernmental Entity (including severance, all Parent Benefit Plans subject to the Laws of any jurisdiction termination indemnities or other similar benefits maintained for employees outside of the United States (iU.S.) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are timely made or fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsaccrued.

Employee Plans. (a) Section 4.17(a3.11(a) of the Parent Partnership Disclosure Letter contains Schedules sets forth a correct and complete list of each material Parent Partnership Benefit Plan. The Partnership has delivered or made available to Purchaser copies of each material Partnership Benefit Plan as (including all amendments thereto) or, with respect to any such plan that is not in writing, a written description of the date of this Agreementmaterial terms thereof. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Each Partnership Benefit Plan that is intended to qualify be a qualified plan under Section 401(a) of the Code, such plan, and its related trust, Code has either received a favorable determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of Internal Revenue Service or may rely on a favorable opinion letter issued by the Code, Internal Revenue Service and, to the Knowledge of ParentPartnership’s knowledge, nothing has occurred with respect to since the operation date of any such plan which determination or opinion letter that would reasonably be expected to cause adversely affect such qualification. To the loss Partnership’s knowledge, each Partnership Benefit Plan has been established, operated and administered in all material respects in compliance with its terms and applicable Laws. (c) No Partnership Benefit Plan is, and no employee benefit plan maintained by the Partnership or any of such qualification its subsidiaries during the preceding six (6) years has been, subject to Title IV or exemption or the imposition Section 302 of any liability, penalty or Tax under ERISA or Section 412 or 4971 of the Code. During the immediately preceding six (6) years, except as would notno Controlled Group Liability has been incurred by the Partnership, individually its subsidiaries or their respective ERISA Affiliates or their respective predecessors that has not been satisfied in full, and to the aggregatePartnership’s knowledge, reasonably be expected no condition exists that presents a risk to have a Company Material Adverse Effectthe Partnership, its subsidiaries, any such ERISA Affiliates or, following the Closing, Purchaser of incurring any such Controlled Group Liability. (d) No condition exists that is reasonably likely to subject Parent or Neither the Partnership, its subsidiaries nor any of their respective ERISA Affiliates has, at any time during the Parent Subsidiaries preceding six (6) years, contributed to, been obligated to contribute to or had any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or (including any contingent liability) with respect to any ongoingMultiemployer Plan or a plan that has two or more contributing sponsors, frozen or terminated “single-employer plan”at least two of whom are not under common control, within the meaning of Section 4001(a)(15) 4063 of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent No Partnership Benefit Plan provides health insurance, life insurance or any trusts related thereto with respect death benefits to the operation Business Employees beyond their retirement or other termination of such plan (service, other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiaryCode. (if) Except as provided in this Agreement, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination conjunction with another any other event) ): (i) entitle any Business Employee to any payment or benefit (or result in the funding of any material such payment becoming due to or benefit) under any current or former director, employee or consultant of Parent and the Parent Subsidiaries, Partnership Benefit Plan; (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount of any compensation, equity award or other benefits otherwise payable by the Partnership or result in any other material obligation pursuant to, any of the Parent its Affiliates under any Partnership Benefit Plans, or Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any payment that would be considered an compensation, equity award or other benefits under any Partnership Benefit Plan; (iv) result in any “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” (within the meaning of Section 280G of the Code) becoming due to any Business Employee or independent contractor of the Partnership or any of its Affiliates; or (v) limit or restrict the right of the Partnership or any of its Affiliates to merge, amend or terminate any Partnership Benefit Plan. (jg) No Parent Benefit Plan Neither the Partnership nor any of its Affiliates is a party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code, Code (or otherwiseany corresponding provisions of state or local Law relating to Tax) with respect to Business Employees. (kh) Except as The Partnership has provided to Purchaser a list which is true and correct in all material respects of each Person who would notbe a Current Business Employee assuming the Closing had occurred on September 30, individually or in the aggregate2014, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States and for each such Current Business Employee such individual’s (i) have been maintained in accordance with all applicable requirementsjob title, (ii) that are intended to qualify for special Tax treatmenthire date, meet all requirements for such treatment(iii) status as exempt or non-exempt, (iv) base salary or base wage rate, and (iiiv) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsannual bonus potential.

Employee Plans. (a) Section 4.17(aSchedule 3.20(a) sets forth each material Plan and separately designates each Company Plan. With respect to each Company Plan and each material Seller Plan, the Seller has delivered or made available to the Buyer or its representatives complete and correct copies, to the extent applicable, of (i) the Parent Disclosure Letter contains a correct Plan documents and complete list all amendments thereto, including related trust agreements and any related material agreements which are in writing, (ii) summary plan descriptions and any material modifications thereto, (iii) the most recent Internal Revenue Service determination letter, if any, and (iv) the most recently filed Annual Report (Form 5500 Series and accompanying schedules of each material Parent Benefit Plan and required financial statements) as of the date of this Agreementfiled, and (v) audited financial statements and actuarial reports. (b) Parent has provided or made available to In all material respects, each Company Plan conforms to, and its administration is in substantial compliance with, all applicable requirements of law, including, without limitation, ERISA and the Code and all of the Company with respect to each material Parent Benefit Plan (i) a true Plans are in full force and complete copy of all plan documents, if any, including related trust agreements, funding arrangementseffect as written, and insurance contracts all premiums, contributions and all amendments thereto other payments required to be made by the Company under the terms of any Company Plan have been timely made or accrued. Neither the Buyer nor the Company will have any Liabilities in respect of any Seller Plan or any other employee benefit plan maintained, sponsored or contributed to by the Seller and (ii) to its Affiliates from and after the extent applicable (A) Closing, except as may otherwise be provided in the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsTransition Services Agreement. (c) With respect to each Parent Benefit Each Company Plan that is intended to qualify be qualified under Section 401(a) of the Code, such planCode has been determined to be so qualified, and its related trust, each trust maintained pursuant thereto has received a determination letter from the IRS that it is so qualified and that its trust is been determined to be exempt from Tax Federal taxation, by the Internal Revenue Service pursuant to a favorable determination or opinion letter, and to the Knowledge of the Company or the Seller, nothing has occurred since the date of such letter which could adversely impact such qualification and tax exemption or cause the imposition of any material liability, penalty or tax under ERISA or the Code. (d) Except as otherwise set forth on Schedule 3.20(d), no Company Plan is (i) subject to Title IV or Section 501(a) 302 of ERISA or Section 412 or 4971 of the Code, and(ii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, and none of the Company, or any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company, or that is, or was at the relevant time, a member of the same “controlled group” as the Company pursuant to Section 4001(a)(14) of ERISA (each such entity, being, an “ERISA Affiliate”) has withdrawn at any time within the preceding six years from any multiemployer plan, or incurred any “withdrawal liability” on account of a complete or partial withdrawal from any multiemployer plan, nor has any of them incurred any liability due to the Knowledge termination or reorganization of Parenta multiemployer plan, nothing has occurred with respect to the operation of any such plan in either case which remains unsatisfied. No circumstances exist which would reasonably be expected to cause result in a Liability to the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA (other than the payment of premiums). No event has occurred and no condition exists that would subject the Company by reason of its affiliation with any current or former ERISA Affiliate to a civil penalty under Section 502 of ERISA any (i) Tax, penalty, fine, (ii) Lien or liability under Section 4069 of ERISA or Section 4975(iii) other Liability imposed by ERISA, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated applicable laws. (e) There has been no non-exempt “single-employer plan”, prohibited transaction” (within the meaning of Section 4001(a)(15406 of ERISA or Section 4975 of the Code) with respect to any Company Plan or penalty incurred with respect to any Company Plan under Section 502(i) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) The Company does not have any obligations for retiree welfare benefits other than coverage mandated by applicable law. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 et seq. of ERISA relating to continuation coverage for group health plans. (g) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the Knowledge of Parentthe Company or the Seller, threatened material actionsthreatened, claims against the Company Plans, the assets of any of the trusts under the Company Plans or lawsuits the Company Plan sponsor or the Company Plan administrator, or, to the Knowledge of the Company or the Seller, against or relating to any Parent Benefit Plan or any trusts related thereto fiduciary of the Company Plans with respect to the operation of such plan Company Plans (other than routine benefits benefit claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of During the Parent Benefit Plans provide retiree health two (2) years prior to the Closing, the Company has not effectuated a “plant closing” or life insurance benefits except “mass layoff” (as may be required by Section 4980B of defined in the Code United States Worker Adjustment and Section 601 of ERISA Retraining Notification Act, or any similar law) or taken any other applicable Law action that would trigger notice or at liability under any state, local or foreign plant closing notice law. The Company is, and during the expense three (3) years prior to the Closing, has been, in material compliance with the Worker Adjustment Retraining Notification Act of the participant 1988, as amended and each similar state or the participant’s beneficiarylocal law. (i) Except as provided in this AgreementTo the Knowledge of the Company or the Seller, neither the execution of, and delivery of this Agreement nor the consummation performance of the transactions contemplated hereby or thereby in, this Agreement will (not, either alone or upon the occurrence of events occurring subsequent to the date hereof and up to and including the Closing Date, result in combination with another event) (i) result except as set forth on Schedule 3.20(i), any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in any material payment becoming due benefits or obligation to fund benefits with respect to any current or former director, employee or consultant of Parent and the Parent Subsidiariesemployee, (ii) accelerate the time of payment or vesting or result in any payment a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any Section 4975 of the Parent Benefit PlansCode, or (iii) result in the payment of any payment amount that would would, individually or in combination with any other such payment, be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Each Company Plan provides for the gross-up or reimbursement of Taxes under that is a “nonqualified deferred compensation plan” (as defined in Section 409A or 4999 409A(d)(1) of the Code) has been administered in all material respects (i) in good faith compliance with Section 409A of the Code for the period beginning October 1, or otherwise2004 through December 31, 2008, and (ii) in compliance (including documentary compliance) with Section 409A of the Code since January 1, 2009. (k) Except No Company Plan covers employees outside the United States. (l) The Terms and Conditions of Employment (the “▇’▇▇▇▇▇ Employment Agreement”) by and between the Company and ▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ (“▇’▇▇▇▇▇”) dated as would notof January 17, individually 2011, remain in full force and effect and no party is in breach of its obligations under the ▇’▇▇▇▇▇ Employment Agreement or has otherwise waived its right to enforce the ▇’▇▇▇▇▇ Employment Agreement against the other party. In the event that ▇’▇▇▇▇▇’▇ employment is terminated by the Company without Cause (as defined in the aggregate▇’▇▇▇▇▇ Employment Agreement) or by ▇’▇▇▇▇▇ for Good Reason (as defined in the ▇’▇▇▇▇▇ Employment Agreement), reasonably be expected in each case, immediately following the Closing, the amount payable to have a Company Material Adverse Effect, all Parent Benefit Plans subject ▇’▇▇▇▇▇ pursuant to Section 7(b)(i) of the Laws ▇’▇▇▇▇▇ Employment Agreement (including the employer portion of any jurisdiction outside employment Taxes (FICA, Medicaid, etc.) incurred on account of such payments) shall not exceed $235,000 (the United States (i“▇’▇▇▇▇▇ Escrow Amount”) have been maintained and is conditioned upon his execution of a general release of claims releasing all pending or potential claims. Except for the amounts set forth in the previous sentence, the benefits to be provided by the Seller pursuant to Section 5.9(b) below and any benefits to which ▇’▇▇▇▇▇ is entitled to receive pursuant to a Seller Plan in accordance with all applicable requirementsits terms, ▇’▇▇▇▇▇ will not be entitled to any additional payments or benefits in the event that his employment is terminated by the Company without Cause (iias defined in the ▇’▇▇▇▇▇ Employment Agreement) that are intended to qualify or by ▇’▇▇▇▇▇ for special Tax treatmentGood Reason (as defined in the ▇’▇▇▇▇▇ Employment Agreement), meet all requirements for such treatmentin each case, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsimmediately following the Closing.

Employee Plans. (a) Section 4.17(aSchedule 3.10(a) of the Parent Disclosure Letter contains a correct and complete list of each lists all material Parent Employee Benefit Plan as of the date of this AgreementPlans. (b) Parent has provided or made available to Neither the Company with nor any of its ERISA Affiliates maintains or contributes to, or has any liability in respect of (and has not had or maintained or contributed to each or had liability in respect of, in the past six (6) years) any plan subject to Title IV of ERISA, including any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or the minimum funding standards of Section 302 of ERISA or Section 412 of the Code. Except as set forth on Schedule 3.10(b), neither the Company nor any of its ERISA Affiliates has any material Parent liability under an Employee Benefit Plan (i) a true and complete copy in respect of, or obligation to provide, post-employment medical, life or health benefits to employees or former employees of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) the Company other than health continuation coverage pursuant to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsCOBRA. (c) With respect Except as set forth on Schedule 3.10(c): (i) each Employee Benefit Plan that is sponsored or maintained by the Company has been maintained and administered in material compliance with the applicable requirements of ERISA, the Code and any other applicable Laws; and (ii) the Company has made all contributions and premiums required by Law to be made by it for each Parent applicable Employee Benefit Plan. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS that it Internal Revenue Service or is so qualified and that its trust is exempt the subject of a favorable opinion letter from Tax under Section 501(a) the Internal Revenue Service on the form of the Code, such Employee Benefit Plan and, to the Knowledge knowledge of Parentthe Company, nothing has occurred with respect to since the operation date of any such plan which determination letter that would reasonably be expected to cause adversely affect the loss qualified status of such qualification Employee Benefit Plan. The Company has no obligation to pay a Tax gross-up or exemption otherwise reimburse or the imposition compensate any Person for any Tax-related payments under Section 409A or Section 4999 of any liability, penalty or Tax under ERISA or the Code, except as would not, individually whether pursuant to an Employee Benefit Plan or in the aggregate, reasonably be expected to have a Company Material Adverse Effectotherwise. (d) No condition exists that is reasonably likely With respect to subject Parent each Employee Benefit Plan sponsored or maintained by the Company, there are no material claims, audits, investigations or litigation by any Governmental Entity pending, or, to the knowledge of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975Company, 4976threatened, or 4980B of the Code or other liability with respect to the Parent such Employee Benefit Plans or with respect to Plan, other than ordinary course claims for benefits and any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectappeals thereof. (e) With respect to any Multiemployer each Employee Benefit Plan, neither Parent nor the Company has made available to Purchaser copies, to the extent applicable, of (i) the current plan and trust documents and the most recent summary plan description and any amendments or summary of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfiedmaterial modifications thereto, except as would not(ii) the most recent annual report (Form 5500 series), individually (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectopinion letter. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreementset forth on Schedule 3.10(f), neither the execution and delivery of this Agreement nor Agreement, approval of the Transaction, or the consummation of the transactions contemplated hereby or thereby will (either Transaction, whether alone or in combination with another any other event) , could (i) result in any material payment becoming due give rise to any current or former director, employee or consultant of Parent and the Parent Subsidiariesliability under any Employee Benefit Plan, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable of compensation or result in benefits due to any employee, officer, director, stockholder or other material obligation pursuant to, any service provider of the Parent Benefit PlansCompany (whether current, former or retired) or their beneficiaries, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” (within the meaning of Section 280G of the Code) to any Person. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) As of the date hereof, Section 4.17(a4.9(a) of the Parent Disclosure Letter Schedule contains a correct true and complete list of each material Parent Benefit Plan list, as of the date of this Agreement. , of each material Employee Plan, other than (bx) Parent has individual at-will employment Contracts that are on substantially the forms provided to Purchaser and that do not provide for severance, retention or made change in control payments or benefits, benefits or payments not generally available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto similarly situated Business Employees or employment that is not “at will” and (iiy) incentive compensation award Contracts on substantially the forms provided to Purchaser that do not provide for accelerated vesting, in each case, provided that the extent applicable (Aform of such Contract is set forth on the Disclosure Schedule and any such Contract that materially deviates from the scheduled form is separately scheduled. Section 4.9(a) of the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect Disclosure Schedule separately identifies each Company Employee Plan. No Company Employee Plan is subject to each Parent Benefit Plan that ERISA or is intended to qualify be qualified under Section 401(a) of the Code. (b) With respect to each material Company Employee Plan, the Company has provided or made available to Purchaser current, accurate and, subject to compliance with Applicable Law relating to data privacy, complete copies, of (i) the plan document, including any amendments thereto (or, with respect to any such planplan that is not in writing, a written description of the material terms thereof), (ii) any trust agreement or other funding arrangement, including any amendments thereto, (iii) any current summary plan description, and its related trustall summaries of material modifications thereto, has received a determination and (iv) the most recent Form 5500s, annual reports, financial statements and/or actuarial reports, and (v) the most recent IRS determination, opinion or advisory letter from the IRS that it is so with respect to any Company Employee Plan intended to be tax-qualified and that its trust is exempt from Tax under Section 501(a401(a) of the Code. With respect to each Employee Plan, andthe Company has provided or made available to Purchaser current, accurate and complete copies, of (i) the plan document or a summary of the material terms thereof and (ii) the most recent IRS determination, opinion or advisory letter with respect to any Employee Plan intended to be tax-qualified under Section 401(a) of the Code. (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is, to the Knowledge of ParentCompany’s Knowledge, nothing so qualified and has occurred with respect received a currently effective favorable determination from the IRS stating that such Company Employee Plan is so qualified or is entitled to rely on a favorable opinion letter issued to the operation of any such prototype plan which would reasonably be expected to cause sponsor by the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectIRS. (d) Each Employee Plan has been operated and maintained in material compliance with its terms and complies in form and in operation in all material respects with all Applicable Law. There are no Actions, audits, examinations, investigations or other claims pending or, to the Company’s Knowledge, threatened with respect to any Company Employee Plan or, to the extent affecting any current or former Business Employee, any other Employee Plan (in each case, other than routine claims for benefits). (e) No condition exists that is reasonably likely to subject Parent Employee Plan is, and none of Seller, the Company or any of their respective ERISA Affiliates has during the Parent Subsidiaries preceding six (6) years, sponsored, contributed to, or had or has any Liability with respect to, an employee benefit plan subject to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under ERISA, Section 502 of ERISA or liability under Section 4069 302 of ERISA or Section 4975, 4976, or 4980B 412 of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated a “single-employer multiemployer plan”, ” as defined in Section 4001(a)(3) of ERISA. No Employee Plan is a multiemployer plan within the meaning of Section 4001(a)(153(37) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except . Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (eSection 4.9(e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statementsDisclosure Schedule, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree no Employee Plan provides health or life insurance benefits except or other welfare benefits (whether or not insured), with respect to current or former Business Employees beyond their retirement or other termination of employment, other than health continuation coverage as may be required by Section 4980B of the Code and or similar Applicable Law, the full cost of which is borne by the current or former Business Employee, or health care coverage through the end of the calendar month in which a termination of employment occurs. The Company does not have any Liability (including any Liability on account of an ERISA Affiliate) on account of a violation of Section 601 4980B of the Code, Part 6 of Subtitle B of Title 1 of ERISA or similar Applicable Law. The Company does not have any other applicable Law or at the expense liability for any Taxes under Chapter 43 of the participant or the participant’s beneficiaryCode (including pursuant to an indemnification obligation). The Company does not have any outstanding Liability with respect to any Employee Plan that is not a Company Employee Plan. (if) Except as provided disclosed in this AgreementSection 4.9(f) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor and the consummation of the transactions contemplated hereby or thereby by this Agreement will (not, either alone or in combination with another any other event) , (i) result in any material payment becoming due to entitle any current or former directorBusiness Employee to any compensation, employee including severance pay or consultant of Parent and the Parent Subsidiariesany other similar termination payment, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits undervesting, or materially increase the amount payable of or result in otherwise enhance any other material obligation pursuant to, benefit due any of the Parent Benefit Planssuch Business Employee, or (iii) result in the forfeiture of any portion of a current or former Business Employee’s compensation or benefits that is subject to vesting conditions. (g) None of the members of the Seller Group or the Company is a party to any Contract, arrangement or plan (including any Employee Plan) and no Business Employee is entitled to any payments or benefits that has resulted or would result, separately or in the aggregate, in connection with the transactions contemplated by this Agreement (either alone or in combination with any other events), in any payment that would be considered or benefit constituting an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individualpayments” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the . The Company does not have any obligation to make a gross-up or reimbursement similar payment in respect of any Taxes that could be incurred by a Business Employee under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a) 3.19 of the Parent Company Disclosure Letter contains Schedule sets forth a correct and complete list of all material Employee Plans that cover any present or former employees or directors of the Company or any Company Subsidiary. The Company has made available to Buyer complete copies of each material Parent Benefit Employee Plan as of and all amendments thereto, together with the date of this Agreementmost recent annual report, if applicable, prepared in connection therewith. (b) Parent No Employee Plan is subject to Title IV of ERISA or is a multiemployer plan (within the meaning of Section 3(37) of ERISA) and no “reportable event” (within the meaning of Section 4043 of ERISA) has provided or made available occurred, other than a “reportable event” that would not reasonably be expected to the Company with respect to each material Parent Benefit Plan (i) have a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsMaterial Adverse Effect. (c) With respect to each Parent Benefit Each Employee Plan that which is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter, or has pending or has time remaining in which to file an application for such determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter from should be revoked or not be reissued. The Company has made available to Buyer copies of the IRS that it is so qualified most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in material compliance with its terms and that its trust is exempt from Tax under Section 501(a) of with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, and, which are applicable to the Knowledge of Parent, nothing has such Employee Plan. No material events have occurred with respect to any Employee Plan that could result in payment or assessment by or against the operation Company of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax material liability under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent Neither the Company nor any Company Subsidiary has any current or projected liability in respect of post-employment or retirement health or life insurance benefits for former or current employees of the Company or any of the Parent Subsidiaries Company Subsidiary, except as required to any direct or indirect material liability under Title IV of ERISA or to a civil penalty avoid excise tax under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectCode. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any Section 3.19 of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in Company Disclosure Schedule discloses each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreementagreement with any officer or other employee of the Company (A) the benefits of which are contingent, neither or the execution and delivery terms of this Agreement nor which are altered, upon the consummation occurrence of a transaction involving the Company of the nature of any of the transactions contemplated hereby by this Agreement, (B) providing any term of employment or thereby will compensation guarantee or (either alone C) providing severance benefits or in combination with another event) (i) result in any material payment becoming due to any current other benefits after the termination of employment of such officer or former director, employee or consultant of Parent and the Parent Subsidiaries, employee; (ii) accelerate agreement, plan or arrangement under which any person may receive payments from the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase Company that may be subject to the amount payable or result in any other material obligation pursuant to, any tax imposed by Section 4999 of the Parent Benefit Plans, Code or (iii) result included in any payment that would be considered an the determination of such person’s “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of under Section 280G of the Code; and (iii) agreement or plan binding the Company, including any option plan, unit appreciation right plan, restricted unit plan, unit purchase plan, severance benefit plan or Employee Plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. (jf) No Parent Benefit Each Employee Plan provides that is a “welfare plan” (within the meaning of Section 3(1) of ERISA) is amendable and terminable unilaterally by the Company at any time without liability or expense to the Company or such Employee Plan as a result thereof (other than for benefits accrued to the gross-up date of termination or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwiseamendment and reasonable administrative expenses relating thereto). (kg) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have each Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been maintained operated since January 1, 2005 in accordance good faith compliance with all applicable requirementsCode Section 409A and IRS Notice 2005-1, (ii) no Employee Plan that are intended to qualify is a “nonqualified deferred compensation plan” has been materially modified (as determined under Notice 2005-1) after October 3, 2004, (iii) no event has occurred that would be treated by Code Section 409A(b) as a transfer of property for special Tax treatment, meet all requirements for such treatmentpurposes of Code Section 83, and (iiiiv) no stock option or equity unit option granted under any Employee Plan has an exercise price that are intended to has been or may be funded and/or book-reserved, are fully funded and/or book reserved, less than the fair market value of the underlying stock or equity units (as appropriate, based upon reasonable actuarial assumptionsthe case may be) as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

Employee Plans. (a) Except as set forth on Schedule 3.15, none of the Ladenburg Companies maintains or contributes to, has maintained or contributed to or is or was a party to a participating employer in, or a sponsor or contributor to any "employee pension benefit plan," as defined in Section 4.17(a3(2) of the Parent Disclosure Letter contains a correct and complete list of each material Parent ERISA (collectively, "Employee Benefit Plan as Plans"). None of the date Ladenburg Companies is a party to any multiemployer plan as defined in Section 3(37) of this AgreementERISA. (b) Parent has provided Except as set forth on Schedule 3.15 or made available as would not reasonably be expected to have a material adverse effect on the Company with respect to business, assets, prospects or financial condition of the Ladenburg Companies, taken as a whole, each material Parent Employee Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed except with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent any Employee Benefit Plan that is not intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS Internal Revenue Service to the effect that it is so qualified such plan satisfies the requirements of Section 401(a) of the Code and that its any related trust is exempt from Tax under tax pursuant to Section 501(a) of the Code; (ii) has been operated in all material respects in accordance with the provisions thereof, andERISA, the Code and all other applicable law; (iii) has not engaged in any prohibited transactions (as such term is defined for purposes of ERISA and the Code) (other than those that are exempt pursuant to statute, regulation or otherwise) which would subject any of the Ladenburg Companies to a material liability under Section 4975 of the Code or a penalty under Section 502(i) of ERISA; (iv) has not, since the last annual report filed, been amended so as to materially increase benefits thereunder (other than as a direct or indirect result of changes in applicable law or regulations) or experienced a material increase (more than 20%) in the number of participants covered thereunder; and (v) if terminated on the date hereof, would not subject any of the Ladenburg Companies to liability in excess of $25,000 to the Knowledge PBGC pursuant to the provisions of ParentTitle IV of ERISA. (c) Except as set forth in Schedule 3.15, nothing there are no "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans") maintained by any of the Ladenburg Companies or to which any of the Ladenburg Companies contributes or is required to contribute. (d) The Selling Parties have furnished to the Purchaser true and complete copies of the following items with respect to each Employee Benefit Plan and each Employee Welfare Plan of the Ladenburg Companies (i) each plan document; (ii) each related trust document; (iii) each determination letter issued by the Internal Revenue Service relating to qualification of the respective plans under the Code; (iv) the most recently filed annual reports, if any; and (v) the most recent actuarial valuation, if any. (e) Each of the Ladenburg Companies has occurred filed all reports and other documents required to be filed with any governmental agency with respect to the operation Employee Benefit Plans and Employee Welfare Plans of the Ladenburg Companies or has received currently effective extensions for any such plan reports and other documents which have not been filed other than any failure to file which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (d) No material adverse effect upon the business, assets, prospects or financial condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to Ladenburg Companies, taken as a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectwhole. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a2.10(a) of the Parent Company Disclosure Letter contains a correct Schedules sets forth all material Company Employee Benefit Plans and complete list of each material Parent Benefit Company Employee Agreements (collectively, the “Company Plans”), and identifies the country in which such Company Plan as of the date of this Agreementis maintained. (b) Parent has provided or made available to Except as set forth in Section 2.10(b) of the Company Disclosure Schedules, with respect to each material Company Plan, the Company has made available to Parent Benefit Plan a true, correct and complete copy of: (i) a true each written Company Plan and complete copy of all amendments thereto, if any (but not Company Employee Agreements); (ii) the current summary plan documentsdescription and any material modifications thereto, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and or a written summary with respect to any plan for which no summary plan description exists; (ii) to the extent applicable (Aiii) the most recent actuarial valuation reportsdetermination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service, if any; (Biv) the Form 5500 Annual Return/Report and accompanying schedules and attachments for the most recently completed plan year, if any; (v) the most recent Form 5500 filed with recently prepared actuarial reports and financial statements, if any; and (vi) all material correspondence within the U.S. preceding three (3) years to or from the Internal Revenue Service, Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries Labor, Pension Benefit Guaranty Corporation, or other governmental agency relating to any audit, investigation or voluntary correction of material modificationssuch Company Plan. (c) With respect to each Parent Each Company Employee Benefit Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a) of the CodeCode is the subject of a favorable determination letter (or, such planif applicable, is entitled to rely on an advisory or opinion letter) from the Internal Revenue Service that has not been revoked, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parentthe Company, nothing no event has occurred with respect to the operation of any such plan which and no condition exists that would reasonably be expected to cause materially adversely affect the loss qualified status of any such qualification Company Employee Benefit Plan or exemption or result in the imposition of any material liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists (i) Each Company Plan has been operated and administered in all material respects in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; and (ii) all payments and contributions required to be made under the terms of any Company Plan have been made or the amount of such payment or contribution obligation has been reflected in the financial statements included in the currently applicable Available Company SEC Documents which are publicly available prior to the date of this Agreement. (e) In the last six (6) years, neither the Company nor any Company Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, and neither the Company nor any Company Affiliates otherwise has any liability (including any contingent liability) with respect to, (i) a plan that is reasonably likely subject to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B Sections 412 of the Code or other liability with respect to the Parent Benefit Plans Section 302 or with respect to any ongoingTitle IV of ERISA, frozen or terminated (ii) a “single-employer multiemployer plan”, ” within the meaning of Section 4001(a)(153(37) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except . No Company Employee Benefit Plan is a “multiple employer welfare arrangement” (as would not, individually or defined in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (eSection 3(40) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectERISA). (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as otherwise provided in this AgreementAgreement or as set forth in Section 2.10(f) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement Agreement, Company Stockholder Approval nor the consummation of the transactions contemplated hereby or thereby by this Agreement will (either alone or in combination together with another any other event) (i) result in any material payment becoming due to entitle any current or former directorCompany Employee to any payment or benefit, employee including any bonus, retention, severance or consultant of Parent and the Parent Subsidiaries, retirement payment or benefit; or (ii) accelerate the time of payment or vesting or result in trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or trigger any other obligation under, any Company Plan. (g) Neither the execution of this Agreement, Company Stockholder Approval nor the consummation of the transactions contemplated by this Agreement (either alone or together with any other event) will, or would reasonably be expected to, result in the payment of any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individualpayments” within the meaning of Section 280G of the Code. (j) . No Parent Benefit Plan Company Plan, and neither the Company nor any Company Subsidiary, provides for the a “gross-up up” or reimbursement similar payment in respect of any Taxes that may become payable under Section Sections 409A or 4999 of the Code. (h) Each Company Plan that is or forms part of a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code complies in all material respects with, and the Company and all Company Subsidiaries have materially complied in practice and operation with, all applicable requirements of Section 409A of the Code. (i) None of the Company, any Company Subsidiary or otherwiseany Company Plan provides or has an obligation to provide any post-retirement medical benefits (whether insured or self-insured) to any current or former Company Employee (other than coverage mandated by applicable Law, including benefits required to be provided to avoid excise Tax under Section 4980B of the Code). The Company and each Company Affiliate have complied in all material respects with Section 4980B of the Code or Part 6 of Subtitle B under Title I of ERISA or similar applicable Law. (j) There is no action, suit, investigation, audit, proceeding or claim pending or, to the Knowledge of the Company, threatened against any Company Plan before any court or arbitrator or any Governmental Authority, including the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation. (k) Except as would notNeither the Company nor any Company Subsidiary has been a party to, individually a sponsoring employer of, or in the aggregateotherwise is under any liability or obligation with respect to any defined benefit pension scheme, reasonably be expected final salary scheme or any death, disability or retirement benefit calculated by reference to have a Company Material Adverse Effectage, all Parent Benefit Plans subject to the Laws salary or length of service or any jurisdiction of them, for employees working outside of the United States US. To the Knowledge of the Company, no employee of the Company or any Company Subsidiary has any claim or right in respect of any benefit payable on early retirement or redundancy under an occupational pension scheme which has transferred to the Company or any Company Subsidiary by operation of the UK Transfer of Undertakings (iProtection of Employment) have been maintained Regulations 1981 or 2006 (as amended) or any equivalent Laws in accordance with all applicable requirementsany jurisdiction which has implemented the Acquired Rights Directive 2001 or provides for the automatic transfer of employees’ employment. To the Knowledge of the Company, neither the Company nor any Company Subsidiary has discriminated against, or in relation to, any employees on grounds of age, sex, disability, marital status, hours of work, fixed-term or temporary agency worker status, sexual orientation, or religion or belief in providing pension, lump-sum, death, ill-health, disability or accident benefits (iito the extent such grounds are legally protected categories locally) such that are intended the Company or any Company Affiliate could reasonably be subject to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsmaterial liability relating thereto.

Employee Plans. (a) Section 4.17(a) The Rock of the Parent Disclosure Letter contains a Ages Group will make made available upon request for examination by Robe▇▇ ▇▇▇▇ ▇▇▇lds, III true, correct and complete list copies of: (i) the most recent Internal Revenue Service determination letter relating to each of the Rock of Ages Group's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, for which a letter was obtained except for any multi-employer plans sponsored by any number of the Rock of Ages Group, (each a "Plan" and collectively the "Plans"); (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedules of each material Parent Benefit Plan as sponsored by the Rock of the date of this Agreement. (b) Parent has provided or made available to the Company Ages Group with respect to each material Parent Benefit Plan which the same are required, as filed pursuant to applicable law; and (iiii) a true and complete copy of all plan documents, if anyas amended to date, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) modifications with respect to each Plan sponsored by a member of the Rock of Ages Group, as well as the most recent financial statements of each of such plans. With respect to each Parent Benefit Plan that of such Plans as to which an Annual Report (Form 5500 series) is intended required to qualify under Section 401(a) be filed, no liabilities as of the Code, date of such planAnnual Report exist unless specifically referred to in the most recent such Annual Report, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing no material change has occurred with respect to the operation matters covered by the last Annual Report since the date thereof. Buyer does not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such plan term is defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), which has been engaged in by any member of the Rock of Ages Group or by any Plan sponsored by any member of the Rock of Ages Group, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would reasonably be expected subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under sanctions imposed by ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any tax on prohibited transactions imposed by Section 4975 of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) Code. There are no actions, suits or claims pending or, to the Knowledge best of ParentBuyer's knowledge, after due inquiry, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to or any funds administrator or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None fiduciary thereof. Neither any of the Parent Benefit Plans provide retiree health nor any said trust have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or life insurance benefits except as may be Section 412(a) of the Code (whether or not waived), since the Closing Date of ERISA. The terms and operation of each of the Plans have complied to the extent required by with the provisions of Section 4980B 401(a) of the Code and Section 601 of with ERISA, and all reports and notices required by ERISA or any other applicable Law the Code have been duly filed or at the expense given. Buyer shall make available for examination by Robe▇▇ ▇▇▇▇ ▇▇▇lds, III a list of all of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery Rock of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Ages Group's Plans subject to the Laws Title IV of any jurisdiction outside ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA, if any. Except as may be specified in Rock of Ages Group Disclosure Schedule hereto, none of the United States (i) have Rock of Ages Group's Plans and no such trust has been maintained in accordance terminated, nor has any such "reportable event" occurred with respect to any such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all applicable requirements, (ii) that are intended benefits accrued under each Plan sponsored or contributed to qualify for special Tax treatment, meet all requirements for such treatment, by a member of the Rock of Ages Group and (iii) that are intended subject to be funded and/or book-reserved, are fully funded and/or book reservedTitle IV of ERISA did not, as appropriateof the most recent valuation date, based upon reasonable actuarial assumptionsexceed the fair market value of the assets of such plan as of such date.

Employee Plans. (a) Except as set forth on Schedule 4.19, none of the Purchaser Companies maintains or contributes to, has maintained or contributed to or is or was a party to a participating employer in, or a sponsor or contributor to any Employee Benefit Plan. None of the Purchaser Companies is a party to any multiemployer plan as defined in Section 4.17(a3(37) of the Parent Disclosure Letter contains a correct and complete list of each material Parent Benefit Plan as of the date of this AgreementERISA. (b) Parent has provided Except as set forth on Schedule 4.19 or made available as would not reasonably be expected to have a material adverse effect on the Company with respect to business, assets, prospects or financial condition of the Purchaser Companies, taken as a whole, each material Parent Employee Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed except with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent any Employee Benefit Plan that is not intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS Internal Revenue Service to the effect that it is so qualified such plan satisfies the requirements of Section 401(a) of the Code and that its any related trust is exempt from Tax under tax pursuant to Section 501(a) of the Code; (ii) has been operated in all material respects in accordance with the provisions thereof, andERISA, the Code and all other applicable law; (iii) has not engaged in any prohibited transactions (as such term is defined for purposes of ERISA and the Code) (other than those that are exempt pursuant to statute, regulation or otherwise) which would subject any of the Purchaser Companies to a material liability under Section 4975 of the Code or a penalty under Section 502(i) of ERISA; (iv) has not, since the last annual report filed, been amended so as to materially increase benefits thereunder (other than as a direct or indirect result of changes in applicable law or regulations) or experienced a material increase (more than 20%) in the number of participants covered thereunder; and (v) if terminated on the date hereof, would not subject any of the Purchaser Companies to liability in excess of $25,000 to the Knowledge PBGC pursuant to the provisions of ParentTitle IV of ERISA. (c) Except as set forth in Schedule 4.19, nothing there are no Employee Welfare Plans maintained by any of the Purchaser Companies or to which any of the Purchaser Companies contributes or is required to contribute. (d) The Purchaser has occurred furnished to the Selling Parties true and complete copies of the following items with respect to each Employee Benefit Plan and each Employee Welfare Plan of the Purchaser Companies (i) each plan document; (ii) each related trust document; (iii) each determination letter issued by the Internal Revenue Service relating to qualification of the respective plans under the Code; (iv) the most recently filed annual reports, if any; and (v) the most recent actuarial valuation, if any. (e) Each of the Purchaser Companies has filed all reports and other documents required to be filed with any governmental agency with respect to the operation Employee Benefit Plans and Employee Welfare Plans of the Purchaser Companies or has received currently effective extensions for any such plan reports and other documents which have not been filed other than any failure to file which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. (d) No material adverse effect upon the business, assets, prospects or financial condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to Purchaser Companies, taken as a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectwhole. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(aSchedule 2.10(a) of the Parent Disclosure Letter contains sets forth a correct true and complete list of each material Parent Benefit Plan all Business Employees and Business Contractors, together with their salaries, commission plan (if applicable) and location, as of April 30, 2008. As of the date hereof, no Business Employee or Business Contractor of this Agreementthe Division or the Company has provided notice of resignation that is effective following completions of the transactions contemplated hereby. (b) Parent has provided Schedule 2.10(b) lists each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material employee benefit plan, program or made available to arrangement participated in or maintained by the Division or the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications“Employee Plans”). (c) With respect to each Parent Benefit Plan that is intended to qualify under Section 401(a) of All Employee Plans have been established, registered, maintained and administered in compliance with their terms and with the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation requirements of any such plan which would reasonably be expected to cause applicable law, including, but not limited to, ERISA and the loss Internal Revenue Code of such qualification or exemption or 1986, as amended (the imposition of any liability, penalty or Tax under ERISA or the “Code”), except as where the failure to comply would not, individually or not result in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists Each Employee Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service. (e) No Employee Plan subject to Title IV of ERISA was terminated within six years prior to the date hereof. Neither the Seller nor the Company has engaged in any transaction that could reasonably likely be expected to give rise to Liability under Section 4069 or 502 of ERISA or Section 4975 of the Code that could become a Liability of Buyer. Neither Seller nor the Company has within six years prior to the date hereof been subject to any lien imposed under Section 412(n) of the Code or Section 302(f) of ERISA with respect to any Employee Plan. (f) No event has occurred that could reasonably be expected to subject Parent Buyer or any of the Parent Subsidiaries Company to any direct or indirect material liability Liability under any Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B 412 of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Employee Plan or any trusts related thereto with respect other employee benefit plan or arrangement maintained or contributed to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA Seller or any other applicable Law entity, trade or at the expense of the participant business, whether or not incorporated, which together with Seller or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that Company would be considered an deemed to be a “excess parachute paymentsingle employer” within the meaning of Section 280G 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA (an “ERISA Affiliate”). (g) None of the assets of the Seller 401(k) Plan transferred pursuant to any “disqualified individual” within Section 4.6 is subject to the meaning requirements of Section 280G 417 of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a) of the Parent Disclosure Letter contains Schedule 3.10 sets forth a correct and complete list of each material Parent Benefit Plan as all Employee Plans of the date Company and the Subsidiaries. The Company previously has delivered or made available to Buyer true and complete copies of this Agreementall such Employee Plans, as now in effect. (b) Parent Each Employee Plan has provided or made available been maintained, operated and administered in compliance with its terms in all material respects. Except as set forth on Schedule 3.10, none of the Employee Plans are subject to ERISA. Each of the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed Employee Plans complies with the U.S. Department of Labor Code and any other applicable laws in all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsrespects. (c) With Neither the Company nor any Subsidiary is a party to, and it has not completely or partially withdrawn from, any multi-employer plan (as defined for purposes of Section 3(37) of ERISA) which is subject to any of the provisions of ERISA. (d) No Employee Plan provides benefits, including without limitation, death or medical benefits (whether or not insured), with respect to each Parent Benefit Plan that is intended to qualify under Section 401(acurrent or former employees beyond their retirement or other termination of service, other than: (i) temporary coverage mandated by applicable law, (ii) deferred compensation benefits accrued as liabilities on the books of the CodeCompany, such plan, and its related trust, has received a determination letter from or (iii) benefits the IRS that it full cost of which are borne by the current or former employee (or his or her beneficiary). (e) No Employee Plan is so qualified and that its trust involved in or is exempt from Tax under Section 501(a) the subject of the Code, any litigation or any claims other than routine benefit claims and, to the Knowledge of Parentthe Company, nothing has occurred with respect to the operation of any no such plan which would litigation or claim reasonably can be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfiled. (df) No All required contributions to each Employee Plan, if any, have been made. (g) With respect to each Employee Plan: (i) no event has occurred and no condition exists that is reasonably likely to would subject Parent the Company, any Subsidiary, or any of the Parent Subsidiaries Buyer to any direct or indirect material liability tax under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or Sections 4971 through 4980B of the Code or other to a fine or liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of under Section 4001(a)(15) 502 of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, and (ii) except as would nototherwise described on Schedule 3.10, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to no provision of any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims)prevents the Company, except where any Subsidiary, or Buyer from terminating such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectplan. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of Neither the Parent Benefit Plans provide retiree health or life insurance benefits except Company nor any Subsidiary sponsors any voluntary employee beneficiary association, as may be required by described in Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i501(c)(9) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a3.10(a) of the Parent Company Disclosure Letter contains Schedule sets forth a correct and complete list of all benefit and compensation plans, contracts, policies or arrangements, including each material Parent Benefit Plan as employee benefit plan within the meaning of the date Section 3(3) of this Agreement. ERISA, benefit program or practice providing for bonuses, incentive compensation, vacation pay, severance pay, insurance, restricted stock, stock options, employee discounts, company cars, tuition reimbursement or any other perquisite or benefit, which is currently maintained or contributed to (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan which any obligation to contribute has been undertaken) by the Company or any ERISA Affiliate for the benefit of current or former employees of the Company and the Company Subsidiaries and current or former directors of the Company and the Company Subsidiaries (i) a true and complete copy of all plan documentscollectively, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan “Employee Programs”). Each Employee Program that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination or opinion letter from the Internal Revenue Service (the “IRS”) regarding its qualification thereunder and, to the Company’s knowledge, no event has occurred and no condition exists that is reasonably expected to result in the revocation of any such determination. (b) With respect to each Employee Program, the Company has provided, or made available, to Parent (if applicable to such Employee Program): (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including trust agreements); (ii) the most recent IRS that it is so qualified and that its trust is exempt from Tax determination or opinion letter with respect to such Employee Program under Section 501(a401(a) of the Code, and, to ; (iii) the Knowledge of Parent, nothing has occurred with respect to most recently filed IRS Forms 5500; (iv) the operation of any most recent summary plan description for such plan which would reasonably be expected to cause the loss Employee Program (or other descriptions of such qualification or exemption Employee Program provided to employees) and all modifications thereto; (v) all correspondence with the Department of Labor or the imposition IRS; and (vi) any insurance policy information related to such Employee Program. (c) Each Employee Program has been administered in accordance with the requirements of any liabilityapplicable Law, penalty or Tax under including ERISA or and the Code, except as would notnot reasonably be likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan and has been established administered and administered operated in all material respects in accordance with its terms, and in compliance in all respects with the applicable provisions . No Employee Program is subject to Title IV of ERISA, is an employee stock ownership plan within the Code meaning of Section 4975(e)(7) of the Code, is a voluntary employees’ beneficiary association or is a multiemployer plan within the meaning of ERISA Section 3(37). (d) Full payment has been made, or otherwise properly accrued on the books and other applicable Lawsrecords of the Company and any ERISA Affiliate, of all amounts that the Company and all contributions any ERISA Affiliate are required under the terms of the Employee Programs to have been made under paid as contributions to such Employee Programs on or prior to the date hereof (excluding any of amounts not yet due) and the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith contribution requirements, on a prorated basis, for the current year have been made or have been otherwise properly accrued on the books and reported records of the Company through the Closing Date. (e) Neither the Company, an ERISA Affiliate or any person appointed or otherwise designated to act on Parent’s financial statementsbehalf of the Company, or an ERISA Affiliate, nor, to the knowledge of the Company, any other “disqualified person” or “party in each caseinterest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, except as would not, individually or respectively) has engaged in any transactions in connection with any Employee Program that is reasonably expected to result in the aggregateimposition of a material penalty pursuant to Section 502(i) of ERISA, reasonably be expected material damages pursuant to have Section 409 of ERISA or a Company Material Adverse Effectmaterial Tax pursuant to Section 4975(a) of the Code. (hf) None No material liability, claim, action or litigation has been made, commenced or, to the knowledge of the Parent Benefit Plans provide retiree health or Company, threatened with respect to any Employee Program (other than claims for benefits payable in the ordinary course of business). (g) Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, no Employee Program provides for medical, life insurance or other welfare plan benefits except as may be required by (other than under Section 4980B of the Code or state health continuation Laws) to any current or future retiree or former employee and all such plans have effectively reserved the right to amend or terminate such plans without participant consent. (h) Except as set forth in Section 601 of ERISA or any other applicable Law or at the expense 3.10(h) of the participant Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is a party to any contract, agreement, plan or arrangement covering any persons that, individually or collectively, could give rise to the participant’s beneficiarypayment of any amount that would not be deductible by reason of Section 280G of the Code, or would constitute compensation in excess of the limitations set forth in Section 162(m) of the Code. (i) Except as provided set forth in Section 3.10(i) of the Company Disclosure Schedule, none of the execution of this Agreement, neither the execution and delivery shareholder approval of this Agreement nor the or consummation of the Merger or the other the transactions contemplated hereby or thereby by this Agreement will (either alone or in combination with another event) (i) result entitle any employee of the Company or any Company Subsidiary to severance pay or any increase in severance pay upon any material payment becoming due to any current or former director, employee or consultant termination of Parent and employment after the Parent Subsidiariesdate hereof, (ii) accelerate the time of payment or vesting or result in trigger any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or any Employee Program (other than as contemplated by Section 2.1(e)), (iii) result in any other material obligation pursuant tobreach or violation of, or a default under, any of the Parent Benefit Plans, Employee Program or (iiiiv) result in any payment that would be considered an a “excess parachute payment” within the meaning of Section 280G of the Code to any a “disqualified individual” within the meaning of as those terms are defined in Section 280G of the Code. (j) No Parent Benefit Plan provides , without regard to whether such payment is reasonable compensation for the gross-up personal services performed or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or to be performed in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsfuture.

Employee Plans. (a) Section 4.17(aSchedule 3.10(a) of the Parent Disclosure Letter contains a correct and complete list of each material Parent lists all Employee Benefit Plans. (b) No Employee Benefit Plan as is, or has been within the six (6) years immediately preceding the date of this Agreement (i) a Multiemployer Plan or (ii) any other plan that is subject to Title IV of ERISA. During the six (6) years immediately preceding the date of this Agreement. , no Group Company nor any ERISA Affiliate has (bi) Parent has provided sponsored, participated in, contributed to, or made available to the Company had any liability with respect to each material Parent Benefit Plan any pension plan (ias defined in Section 3(2) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and ERISA) which is subject to Title IV of ERISA or Section 412 of the Code or (ii) incurred or, to the extent applicable (A) the most recent actuarial valuation reportsCompany’s knowledge, (B) the most recent Form 5500 filed with the U.S. Department reasonably expects to incur any liability pursuant to Title IV of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsERISA. (c) With respect to Except as set forth on Schedule 3.10(c), each Parent Employee Benefit Plan has been established, maintained, administered and funded, in form and operation, in compliance in all material respects with the applicable requirements of ERISA, the Code and any other applicable laws. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS that it Internal Revenue Service or is so qualified and that its trust is exempt the subject of a favorable opinion letter from Tax under Section 501(a) of the Code, Internal Revenue Service and, to the Knowledge of ParentCompany’s knowledge, nothing has occurred with respect there are no facts or circumstances that would be reasonably likely to adversely affect the operation qualified status of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected Employee Benefit Plan. All contributions and premium payments required to have a been made by any Group Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained plan to which contributions are mandated by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to a Governmental Entity have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) been timely made. There are no pending or, to the Knowledge of ParentCompany’s knowledge, threatened threatened, material actions, claims or lawsuits actions against or relating to any Parent Employee Benefit Plan by any employee or any trusts related thereto with respect to the operation of beneficiary covered under any such plan Employee Benefit Plan (other than routine benefits claimsclaims for benefits). No Employee Benefit Plan is under audit or, to the Company’s knowledge, is the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity, nor, to the Company’s knowledge, is any such audit or investigation pending or threatened. (d) No Group Company has engaged in any prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan that would be reasonably likely to subject any Group Company to any material Tax or penalty (civil or otherwise) imposed by ERISA or the Code. (e) Except as set forth on Schedule 3.10(e), no Employee Benefit Plan promises or provides retiree medical, health or life insurance or other retiree welfare benefits to any Person, except where such claims would not(i) as may be required by COBRA or (ii) benefits through the end of the month of termination or service. (f) With respect to each Employee Benefit Plan, individually the Company has made available to Buyer true and complete copies, to the extent applicable, of (i) the current plan and the most recent summary plan description provided to participants, (ii) any related trust agreements or in other funding instruments, (iii) the aggregatemost recent annual report on Form 5500 and attached schedules, reasonably be expected to have a Parent Material Adverse Effect(iv) the Latest Audited Financial Statements and actuarial valuation reports and (v) the most recent Internal Revenue Service determination letter. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreementset forth on Schedule 3.10(g), neither the execution and delivery of this Agreement nor and the consummation of the transactions contemplated hereby or thereby will Transaction (either whether alone or in combination connection with another eventevent(s), including a subsequent termination of any employee, officer, director or other service provider to any Group Company) will not (i) result in any material payment becoming due give rise to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, payment under any Employee Benefit Plan; (ii) accelerate the time of payment payment, funding or vesting or result in any payment or funding (through a grantor trust or otherwise) increase the amount of material compensation or benefits underdue to any current or former employee, officer, director or materially increase the amount payable or result in any other material obligation pursuant service provider to, any of the Parent Benefit Plans, Group Companies; or (iii) result in limit or restrict the right of Buyer or any payment that would be considered an “excess parachute payment” within the meaning of Section 280G Group Company to merge, amend or terminate any of the Code to any “disqualified individual” within the meaning of Section 280G of the CodeEmployee Benefit Plans. (jh) No Parent Benefit Plan provides for the Group Company has any obligation to gross-up up, indemnify or reimbursement otherwise reimburse any of their respective employees or consultants for any Taxes incurred by such Person, including any Taxes incurred under Section 409A or 4999 of the Code, or otherwiseany interest or penalty related thereto. (ki) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Each Employee Benefit Plans Plan that is subject to the Laws of any jurisdiction outside Section 409A of the United States Code and applicable guidance (iif any) have has been operated and maintained in accordance all material respects in operational and documentary compliance with Section 409A of the Code and all applicable requirementsregulatory guidance (including proposed and final regulations, (iinotices and rulings) that are intended to qualify for special Tax treatment, meet all requirements for thereunder during the respective time periods in which such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsoperational or documentary compliance has been required.

Employee Plans. (a) Section 4.17(a3.18(a) of the Parent Disclosure Letter Schedule contains a correct and complete list of Employee Plans. With respect to each material Parent Benefit such Employee Plan as of (other than those relating to Target and its Subsidiaries), the date of this Agreement. (b) Parent Company has provided or made available to the Company Purchasers true and complete copies of (i) all plan documents and related trust agreements, annuity contracts or other funding instruments, (ii) all summary plan descriptions, summaries of material modifications, all material employee communications and a complete description of any Employee Plan which is not in writing, (iii) the most recent determination letter issued by the Internal Revenue Service and any opinion letter issued by the Department of Labor with respect to each material Parent Benefit Pension Plan and each voluntary employees' beneficiary association as defined under Section 501(c)(9) of the Code (other than a Multiemployer Plan), (iv) for the three most recent plan years, the Internal Revenue Service Form 5500 including all schedules and attachments thereto for each Pension Plan and Welfare Plan, and (v) a description setting forth the amount of any liability of the Company and its Subsidiaries as of the Closing Date for payments more than thirty (30) calendar days past due with respect to any Welfare Plan. (i) a true and complete copy of all plan documents, if any, Each Employee Plan including any related trust agreementsagreement, annuity contract or other funding arrangements, instrument is legally valid and insurance contracts binding and all amendments thereto in full force and effect. (ii) to the extent applicable (A) the most recent actuarial valuation reportsEach Pension Plan and each related trust agreement, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that annuity contract or other funding instrument which is intended to qualify be a qualified plan under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS Internal Revenue Service stating that it such Pension Plan and each related trust is qualified and tax-exempt under the provisions of Code Sections 401(a) and 501(a) and has been so qualified during the period from its adoption to date. Each Employee Plan has been maintained in compliance in all material respects with its terms, both as to form and operation, and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Employee Plan, including, without limitation, ERISA and the Code. Except as provided by law or in any employment agreement set forth on Schedule 3.18, the employment of all persons presently employed or retained by the Company or its Subsidiaries is terminable at will. (c) Except as set forth in Section 3.18(c) of the Disclosure Schedule (i) none of the Employee Plans (other than any Multiemployer Plan) is a plan that its trust is exempt from Tax or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code and (ii) none of the Employee Plans is a plan or arrangement described under Section 501(a4(b)(5) or 401(a)(1) of ERISA, or a plan maintained in connection with a trust described in Section 501(c)(9) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a) The Rock of the Parent Disclosure Letter contains a Ages Group will make made available upon request for examination by Target and Shareholder true, correct and complete list copies of: (i) the most recent Internal Revenue Service determination letter relating to each of the Rock of Ages Group's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, for which a letter was obtained except for any multi-employer plans sponsored by any number of the Rock of Ages Group, (each a "Plan" and collectively the "Plans"); (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedules of each material Parent Benefit Plan as sponsored by the Rock of the date of this Agreement. (b) Parent has provided or made available to the Company Ages Group with respect to each material Parent Benefit Plan which the same are required, as filed pursuant to applicable law; and (iiii) a true and complete copy of all plan documents, if anyas amended to date, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) modifications with respect to each Plan sponsored by a member of the Rock of Ages Group, as well as the most recent financial statements of each of such plans. With respect to each Parent Benefit Plan that of such Plans as to which an Annual Report (Form 5500 series) is intended required to qualify under Section 401(a) be filed, no liabilities as of the Code, date of such planAnnual Report exist unless specifically referred to in the most recent such Annual Report, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing no material change has occurred with respect to the operation matters covered by the last Annual Report since the date thereof. The Rock of Ages Group does not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such plan term is defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and Section 4975 of the Code, which has been engaged in by any member of the Rock of Ages Group or by any Plan sponsored by any member of the Rock of Ages Group, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would reasonably be expected subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under sanctions imposed by ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any tax on prohibited transactions imposed by Section 4975 of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) Code. There are no actions, suits or claims pending or, to the Knowledge best of Parentthe Rock of Ages Group's knowledge, after due inquiry, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to or any funds administrator or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None fiduciary thereof. Neither any of the Parent Benefit Plans provide retiree health nor any said trust have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or life insurance benefits except as may be Section 412(a) of the Code (whether or not waived), since the Effective Time of ERISA. The terms and operation of each of the Plans have complied to the extent required by with the provisions of Section 4980B 401(a) of the Code and Section 601 of with ERISA, and all reports and notices required by ERISA or any other applicable Law the Code have been duly filed or at the expense given. The Rock of Ages Group shall make available for examination by Target and Shareholder a list of all of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery Rock of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Ages Group's Plans subject to the Laws Title IV of any jurisdiction outside ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA, if any. Except as may be specified in Rock of Ages Group Disclosure Schedule hereto, none of the United States (i) have Rock of Ages Group's Plans and no such trust has been maintained in accordance terminated, nor has any such "reportable event" occurred with respect to any such as a share of common stock of Acquiror. Plans since the effective date of ERISA. The present value, on a plan termination basis, of all applicable requirements, (ii) that are intended benefits accrued under each Plan sponsored or contributed to qualify for special Tax treatment, meet all requirements for such treatment, by a member of the Rock of Ages Group and (iii) that are intended subject to be funded and/or book-reserved, are fully funded and/or book reservedTitle IV of ERISA did not, as appropriateof the most recent valuation date, based upon reasonable actuarial assumptionsexceed the fair market value of the assets of such plan as of such date.

Employee Plans. (a) Section 4.17(a) of the Parent Disclosure Letter Schedule 3.12 contains a correct true, accurate and complete list of each material Parent Benefit Plan employee benefit plans (as such term is defined in Section 3(3) of the date Employee Retirement Income Security Act of this Agreement. 1974, as amended (b“ERISA”)) Parent has provided and each other material employee benefit plan, program or made available to arrangement maintained by the Company or any of its Subsidiaries (the “Employee Plans”). The Employee Plans have been maintained, funded and administered in all respects, including the timely deposit of all participant elective contributions and loan payments, in accordance with their terms and are in compliance with applicable Law, including without limitation, ERISA and Department of Labor Regulations promulgated thereunder and the Code and Treasury Regulations promulgated thereunder, except for instances of non-compliance that would not have a Material Adverse Effect. To the extent that the Company has Knowledge that any Qualification Failures as defined in Internal Revenue Service Revenue Procedure 2008-50 have occurred with respect to each material Parent Benefit Plan (i) any Employee Plan, a true and complete copy summary of all plan documents, if any, including related trust agreements, funding arrangementssuch Qualification Failures is set forth on Schedule 3.12, and insurance contracts and all amendments thereto and (ii) the Company shall take commercially reasonable efforts to correct such failures under the extent applicable (A) Employee Plans Compliance Resolution System contained in Revenue Procedure 2008-50 on or before the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Closing Date. Each Employee Plan that is intended to qualify meet the requirements of a “qualified plan” under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS Internal Revenue Service or is a pre-approved volume submitter or prototype plan that it is so qualified the subject of an opinion letter issued by the Internal Revenue Service. Neither the Company nor any of its Subsidiaries has any liability under Title IV of ERISA. (b) Except as would not have a Material Adverse Effect: (i) All plans that provide for payments of “nonqualified deferred compensation” (as defined in Code Section 409A(d)(1)) have been (A) operated in good faith compliance with the applicable requirements of Code Section 409A and applicable guidance thereunder since January 1, 2008, and (B) amended to comply in written form with Code Section 409A and the Treasury Regulations promulgated thereunder. (ii) With respect to all Employee Plans that its trust is exempt from Tax are group health plans as defined in ERISA Section 607(1), sponsored or maintained by the Company, no director, officer, employee or agent of the Company has engaged in any action or failed to act in such a manner that, as a result of such action or failure to act, would cause a tax to be imposed on the Company under Code Section 501(a4980B(a), or would cause a penalty to be imposed under ERISA and the regulations promulgated thereunder. With respect to all such plans, all applicable provisions of Code Section 4980B and ERISA Sections 601-606 have been complied with by the Company, and all other provisions of ERISA and the regulations promulgated thereunder have been complied with. (iii) Neither the Company nor any fiduciary as defined in ERISA Section 3(21)(A) of an Employee Plan has engaged in any transaction that may subject the CodeCompany or any Employee Plan to a civil penalty imposed by ERISA Section 502 or any other provision of ERISA or excise taxes under Code Section 4971, and4975, 4976, 4977, 4979 or 4980B. (iv) All required reports and descriptions for any Employee Plan have been timely filed and distributed to participants and beneficiaries, and all notices required by ERISA or the Knowledge of Parent, nothing has occurred Code with respect to the operation of all Employee Plans have been proper as to form and timely given. (c) There are no examinations, audits, enforcement actions or proceedings, or any such plan which would reasonably be expected to cause the loss of such qualification other investigations, pending, threatened or exemption or the imposition of currently in process by any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectgovernmental agency involving any employee benefit plan. (d) No condition exists that is reasonably likely to subject Parent There are no actions, suits, proceedings or claims pending (other than routine claims for benefits) or threatened against the Company in connection with any employee benefit plan or the assets of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEmployee Plan. (e) With respect to Any Employee Plan may be amended and terminated at any Multiemployer Plan, neither Parent nor time without any of its ERISA Affiliates has incurred any withdrawal material liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in and these rights have always been maintained by the aggregate, reasonably be expected to have a Parent Material Adverse EffectCompany. (f) There are no pending or, No Employee Plan that is intended to be a “qualified plan” under Section 401(a) (or its related trust) holds any stock or other securities of the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectCompany. (g) Each Parent Benefit Plan has been established Notwithstanding anything contained herein to the contrary, this Section 3.12 contains the sole and administered in all respects in accordance with its terms, exclusive representations and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any warranties of the Parent Benefit Plans Company and its Subsidiaries with respect to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiaryEmployee Plans. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (ai) Section 4.17(aSchedule 4.15(b)(i) lists (i) all employment agreements of employees of the Parent Disclosure Letter contains a correct Company at the level of Vice President or more senior and complete list of each material Parent Benefit Plan as of the date of this Agreement. (bii) Parent all Employee Plans other than employment agreements separately by jurisdiction. The Company has provided furnished or made available to the Company with respect to each material Parent Benefit Plan (i) a true true, correct and complete copy copies of all material Employee Plans, as amended to the date hereof, together with a current (A) summary plan documentsdescription, (B) Form 5500 and schedules thereto and the most recent actuarial report, if any, including (C) favorable determination or opinion letter from the Internal Revenue Service and (D) related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and documents. (ii) All material contributions or premiums (including employer contributions and employee salary reduction contributions) required to be paid under the terms of each Employee Plan have been made by the applicable due date (including any valid extension), and all such contributions for any period ending on or before the Closing Date that are not yet due will have been paid or accrued on the balance sheet on or prior to the extent applicable (A) the most recent actuarial valuation reportsClosing Date, (B) the most recent Form 5500 filed in all cases in accordance with the U.S. Department terms of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsthe applicable Employee Plan. (iii) Neither the Company, its Subsidiaries, nor any of its Affiliates and any trade or business (whether or not incorporated) that is or has ever been under common control, or that is or has ever been treated as a single employer, with any of them under Section 414(b), (c), (m) With or (o) of the Code has in the last six years contributed or has been obligated to contribute, or has any material liability, whether contingent or otherwise, with respect to each Parent Benefit Plan any “employee pension plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV of ERISA or Section 412 of the Code, including any “multiemployer plan,” as defined in Section 3(37) of ERISA. (iv) None of the Employee Plans provide for post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant except (i) as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or and at the sole expense of the participant or the participant’s beneficiary, (ii) for any continuation of benefits for a period of two years or less under any employment agreement that is listed on Schedule 4.15(b)(i) or (iii) as set forth on Schedule 4.15(b)(iv). (v) Each Employee Plan has been operated and maintained in all material respects in accordance with its terms and with all provisions of ERISA, the Code and other applicable Laws. Any Employee Plan intended to qualify under Section 401(a) 401 of the Code, such plan, and its related trust, has received a determination letter from the IRS that it Code is so qualified and that its trust is qualified, the trusts maintained pursuant thereto are exempt from Tax federal income taxation under Section 501(a) 501 of the Code, and, Code and to the Knowledge of Parent, the Company nothing has occurred with respect to the operation of any such plan which would Employee Plan that could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code. (vi) Other than routine benefit claims, except as would notno material Action has been asserted or instituted against any Employee Plan or the assets of any trust under any such Employee Plan, individually or in nor does the aggregate, Company have Knowledge of facts that could reasonably be expected to have a Company Material Adverse Effectform the basis for any such Action. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (evii) With respect to any Multiemployer each material Employee Plan maintained outside of the United States (each, a “Foreign Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied”), except as would notset forth on Schedule 4.15(b)(vii): (A) all employer and employee contributions to each Foreign Plan required by Law or by the terms of such Foreign Plan have been made, individually or or, if applicable, accrued in the aggregate, reasonably accordance with normal accounting practices in all material respects; (B) each Foreign Plan required to be expected to have a Parent Material Adverse Effectregistered has been registered and has been maintained in good standing with applicable regulatory authorities. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (iviii) Except as provided in this Agreementset forth on Schedule 4.15(b)(viii), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (will, either alone or in combination together with another any other event) , (iA) result in any material payment becoming due to any current or former director, employee Employee or consultant member of Parent and the Parent SubsidiariesCompany Board of Directors, (iiB) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant tobenefits under any Employee Plan, any of the Parent Benefit Plans, or (iiiC) result in the acceleration of the timing of payment, vesting or funding of any such benefits or (D) give rise to any payment that would be considered an “excess parachute payment” within is nondeductible to the meaning of payor under Section 280G of the Code or that is subject to any “disqualified individual” within tax to the meaning of recipient under Section 280G 4999 of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(aSchedule 4.10(a) of the Parent Company Disclosure Letter contains Schedules sets forth a correct true and complete list of each material Parent Employee Benefit Plan as of the date of this AgreementPlan. (b) Parent The Company has provided or made available to Parent the Company following documents with respect to each material Parent Employee Benefit Plan Plan: (i) a true correct and complete copy copies of all documents embodying such Employee Benefit Plan, including (without limitation) all amendments thereto, and all related trust documents, (ii) a written description of any Employee Benefit Plan that is not set forth in a written document, (iii) the most recent summary plan documentsdescription together with the summary or summaries of material modifications thereto, if any, including related trust agreements(iv) the three most recent annual actuarial valuations, funding arrangementsif any, (v) all IRS or DOL determination, opinion, notification and insurance contracts advisory letters, (vi) the three most recent annual reports (Form Series 5500 and all amendments thereto schedules and financial statements attached thereto), if any, (iivii) all material correspondence to or from any Governmental Entity received in the extent applicable last three years, (Aviii) all discrimination tests for the most recent actuarial valuation reportsthree plan years, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (Cix) all current summary plan descriptions material written agreements and summaries of material modificationscontracts currently in effect, including administrative service agreements, group annuity contracts, and group insurance contracts. (c) With respect Each Employee Benefit Plan has been maintained and administered in all respects in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations (foreign and domestic), including ERISA and the Code, which are applicable to such Employee Benefit Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Employee Benefit Plans have been timely made or accrued. Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each Parent trust intended to qualify under Section 501(a) of the Code is, to the Knowledge of the Company, so qualified and has obtained a currently effective favorable determination notification, advisory or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Employee Benefit Plan has been adopted since the date of such letter covering such Employee Benefit Plan that would adversely affect such favorable determination. (d) No plan currently or ever in the past maintained, sponsored, contributed to or required to be contributed to by the Company, any of its Subsidiaries, or any of their respective current or former ERISA Affiliates is or ever in the past was (i) a Multiemployer Plan, (ii) a plan described in Section 413 of the Code, (iii) a plan subject to Title IV of ERISA, (iv) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, or (v) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. (e) Neither the Company nor any of its Subsidiaries is subject to any liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. The Company and its Subsidiaries have complied in all material respects with all applicable health care continuation requirements under COBRA. No “Prohibited Transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Benefit Plan. (f) No Employee Benefit Plan provides, or reflects or represents any liability to provide, benefits (including, without limitation, death or medical benefits), whether or not insured, with respect to any former or current employee, or any spouse or dependent of any such employee, beyond the employee’s retirement or other termination of employment with the Company and its Subsidiaries other than (i) coverage mandated under COBRA, (ii) retirement or death benefits under any plan intended to qualify be qualified under Section 401(a) of the Code, such (iii) disability benefits that have been fully provided for by insurance under an Employee Benefit Plan that constitutes an “employee welfare benefit plan, and its related trust, has received a determination letter from ” within the IRS that it is so qualified and that its trust is exempt from Tax under meaning of Section 501(a(3)(1) of ERISA or (iv) benefits in the nature of severance pay with respect to one or more of the employment contracts set forth on Schedule 4.10(f) of the CodeCompany Disclosure Schedules. (g) There is no contract, and, to plan or arrangement covering any employee or former employee of the Knowledge Company or any of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would notits Subsidiaries that, individually or in collectively, could give rise to the aggregate, reasonably be expected to have payment as a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any result of the Parent Subsidiaries transactions contemplated by this Agreement of any amount that would not be deductible by the Company or such Subsidiary by reason of Section 280G of the Code. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) will not (i) entitle any Person to any direct or indirect material liability under Title IV payment, forgiveness of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975indebtedness, 4976vesting, distribution, or 4980B of the Code or other liability with respect to the Parent Benefit Plans increase in benefits under or with respect to any ongoingEmployee Benefit Plan, frozen (ii) otherwise trigger any acceleration (of vesting or terminated “single-employer plan”, within the meaning payment of Section 4001(a)(15benefits or otherwise) of ERISA, currently under or formerly maintained by Parent with respect to any Employee Benefit Plan or (iii) trigger any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected obligation to have a Parent Material Adverse Effectfund any Employee Benefit Plan. (eh) With respect to any Multiemployer PlanNo action, neither Parent nor any of its ERISA Affiliates has suit or claim (excluding claims for benefits incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (fordinary course) There are no has been brought or is pending or, to the Knowledge of Parentthe Company, threatened material actions, claims or lawsuits against or relating with respect to any Parent Employee Benefit Plan or the assets or any trusts related thereto fiduciary thereof (in that Person’s capacity as a fiduciary of such Employee Benefit Plan). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS, DOL or other Governmental Entity with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent any Employee Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiaryPlan. (i) Except With respect to each Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as provided in this Agreement, neither the execution and delivery defined for purposes of this Agreement nor the consummation Section 409A(d)(1) of the transactions contemplated hereby or thereby will (either alone or Code), such plan has been maintained and operated in combination material compliance with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G 409A of the Code and the applicable IRS guidance promulgated thereunder to the extent such plan is subject to Section 409A of the Code and so as to avoid any Tax thereunder. No stock option granted by the Company or any of its Subsidiaries (whether currently outstanding or previously exercised) is, has been or would be, as applicable, subject to any “disqualified individual” within the meaning of Tax under Section 280G 409A of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a3.17(a) of the Parent Company Disclosure Letter contains sets forth a correct complete and complete accurate list of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy “employee benefit plan” (as defined in Section 3(3) of all plan documentsERISA), if anywhether or not subject to ERISA, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) material employment, bonus, stock option, stock purchase or other equity-based incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, consulting, severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing and whether or not covering a single individual or group of individuals) sponsored, maintained, contributed to, or required to be contributed to for the benefit of any current or former employee, non-employee service provider or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of ERISA (each, an “ERISA Affiliate”), or any of their dependents or beneficiaries, or with respect to which the Company or any of its Subsidiaries has any material liability (including contingent liability (clauses (i) and (ii), collectively, the “Employee Plans”), except for those Employee Plans mandated by applicable Law. With respect to each Employee Plan other than an Employee Plan that is maintained in any non-U.S. jurisdiction (together, the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent actuarial valuation reportsannual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent Form 5500 filed with determination letter, if any, from the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, such planor a written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and its related trust, has received a determination letter (E) any notices to or from the IRS that it is so qualified or DOL relating to any material compliance issues in respect of any such Employee Plan. With respect to each International Employee Plan, to the extent applicable, the Company has made available to Parent complete and that accurate copies of (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Authority relating to the satisfaction of Law necessary to obtain the most favorable tax treatment. (b) No Employee Plan is, and none of the Company, any of its Subsidiaries, any ERISA Affiliate, or any of their respective predecessor has contributed to, contributes to, has been required to contribute to, or has otherwise participated in or has any liability, direct or indirect, with respect to (1) a “defined benefit plan” (as defined in Section 414 of the Code), (2) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA), (4) a plan subject to Section 302 of ERISA, Section 412, 430 or 4971 of the Code or Title IV of ERISA, (5) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (6) a plan maintained in connection with any trust is exempt from Tax under described in Section 501(a501(c)(9) of the Code, . No event has occurred and, to the Knowledge of Parentthe Company, nothing no condition exists that would subject the Company or any of its Subsidiaries by reason of its affiliation with any current or former ERISA Affiliate to any material (i) Tax, penalty, fine, (ii) lien or (iii) other liability imposed by applicable Law, including ERISA and the Code. (c) Each Employee Plan has occurred been established, maintained, operated and administered, in all material respects, in compliance with its terms and with all applicable Law, including the applicable provisions of ERISA and the Code. (d) Each Employee Plan that is subject to Section 409A of the Code has been operated and administered, in all material respects, in compliance with Section 409A of the Code. (e) There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened on behalf of or against any Employee Plan, the assets of any trust under any Employee Plan, or the plan sponsor, plan administrator or any fiduciary or any Employee Plan with respect to the administration or operation of such plans, other than routine claims for benefits. (f) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such plan term is defined in Section 4975 of the Code or Section 406 of ERISA, which would could reasonably be expected to cause the loss of such qualification or exemption or result in the imposition of any liability, a material penalty or Tax under assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Code, except in each case applicable to the Company, any of its Subsidiaries or any Employee Plan or for which the Company or any of its Subsidiaries has any indemnification obligation. (g) No Employee Plan that is a “welfare benefit plan” within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980B of the Code or any similar Law. (h) Each Employee Plan that is intended to be “qualified” under Section 401 of the Code may rely on a prototype opinion letter or has received a favorable determination letter from the IRS (or there remains sufficient time for the Company to file an application for such determination letter from the IRS) and nothing has occurred since the date of the letter that could reasonably be expected to adversely affect the qualified status of such Employee Plan. (i) Except as would could not, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries, each International Employee Plan (1) that is intended to qualify for special tax treatment, has met all requirements for such tax treatment, (2) does not have unfunded liabilities or liabilities that could reasonably be imposed upon the assets of the Company or any Subsidiary by reason of such International Employee Plan, (3) is in compliance with all applicable Laws and (4) if intended or required to be qualified, approved or registered with a Governmental Authority, is and has been so qualified, approved or registered and nothing has occurred that could reasonably be expected to have a Company Material Adverse Effectresult in the loss of such qualification, approval or registration, as applicable. (dj) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect Except as would not result in a material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or Company and its Subsidiaries, all contributions, premiums and other material payments required to be made with respect to any ongoingEmployee Plan have been timely made, frozen accrued or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectreserved for. (ek) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither Neither the execution and or delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (by this Agreement will, either alone or in combination connection with another any other event) , (i1) result in any material severance or payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer, employee or consultant independent contractor of Parent and the Parent Company or any of its Subsidiaries, (ii2) accelerate increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, officer, employee or independent contractor or (3) result in the acceleration of the time of payment or payment, vesting or result in any payment or funding (through a grantor trust or otherwise) of material any such benefit or compensation or benefits under(4) limit or restrict the right of the Company or any Subsidiary to merge, amend or terminate any Employee Plan. (l) Except as required by applicable Law or the terms of any Employee Plans as in effect on the date hereof, neither the Company nor any of its Subsidiaries has any plan or commitment to amend in any material respect or establish any new Employee Plan or to continue or materially increase any benefits under any Employee Plan. (m) No amount paid or payable by the amount payable Company or result in any other material obligation pursuant to, any Subsidiary of the Parent Benefit Plans, or (iii) result Company in any payment that would connection with the transactions contemplated hereby will be considered an “excess parachute payment” within the meaning of Section 280G of the Code Code. No person is entitled to receive any “disqualified individual” within the meaning of Section 280G of the Code. additional payment (j) No Parent Benefit Plan provides for the including any tax gross-up payment) from the Company or reimbursement any of Taxes its Subsidiaries as a result of the imposition of additional taxes under Section Sections 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(aSchedule 3.11(a) of the Parent Disclosure Letter contains sets forth a correct true and complete list of each material Parent Benefit Plan “employee benefit plan” as defined in Section 3(3) of the date Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other material plan, policy, program, practice, agreement, understanding or arrangement providing pension or welfare-type benefits to any current or former director, officer or employee (or to any dependent or beneficiary thereof) of the Company or, solely with respect to any employee benefit plan subject to Title IV of ERISA, any ERISA Affiliate (as defined below), that are now maintained, sponsored or contributed to by the Company or, solely with respect to an employee benefit plan subject to Title IV of ERISA, any ERISA Affiliate (each a “Company Benefit Plan”). For purposes of this AgreementSection 3.11, “ERISA Affiliate” shall mean any entity (whether or not incorporated) other than the Company that, together with the Company, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code. With respect to each Company Benefit Plan, the Company has made available to Parent true, correct and complete copies of, as applicable, (A) current plan documents, trust agreements, insurance contracts or other funding vehicles and all material amendments thereto, (B) current summary plan descriptions, including any current summary of material modifications, (C) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service (“IRS”), (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter issued by the IRS, and, (F) all filings made within the past six (6) years with any Governmental Entity under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program. (b) Parent Each Company Benefit Plan has provided been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Company Benefit Plans have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or made available incorporated by reference in the Public Reports prior to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy date of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) this Agreement to the extent applicable required by GAAP. With respect to Company Benefit Plans, no event has occurred and, to the Company’s Knowledge (Aas defined in Section 8.5), there exists no condition or set of circumstances in connection with which the Company is reasonably likely to be subject to any material liability (other than for routine benefit liabilities) under the most recent actuarial valuation reportsterms of, (B) the most recent Form 5500 filed or with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsrespect to, such Company Benefit Plans. (c) With respect to Except as disclosed on Schedule 3.11(c), each Parent Company Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, Code has either received a favorable determination or opinion letter from the IRS that it is so as to its qualified and that its trust is exempt from Tax under Section 501(a) of status or the Coderemedial amendment period for such Company Benefit Plan has not yet expired, and, to the Knowledge of ParentCompany’s Knowledge, nothing no fact or event has occurred with respect to the operation of any such plan which would that could reasonably be expected to cause adversely affect the loss of such qualification or exemption or the imposition qualified status of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a such Company Material Adverse EffectBenefit Plan. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claimsset forth on Schedule 3.11(d), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except no amount that could be received (whether in cash or property or the vesting of property) as provided in this Agreement, neither the execution and delivery a result of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement by any employee, officer or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any director of the Parent Company or any Subsidiary who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Company Benefit Plans, or (iii) result in any payment that would Plan could be considered characterized by the IRS as an “excess parachute payment” within (as defined in Section 280G(b)(1) of the meaning Code), and (ii) no Company Benefit Plan or other agreement provides for a tax gross-up to be paid by the Company to any disqualified individual for any excise taxes imposed by reason of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G 4999 of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(aSchedule 3.19(a) of the Parent Disclosure Letter contains a correct and complete list identifying each Employee Plan. The Company has made available to Buyer in Section 7 of the Data Site: (i) complete copies of each Employee Plan and all amendments thereto, (ii) the most recent annual report (Form Series 5500), if applicable, prepared in connection therewith, (iii) the most recent summary plan description, if any, required under ERISA with respect to each Employee Plan and (iv) all material Parent Benefit Plan as of the date of this Agreementwritten contracts, instruments or agreements relating to each Employee Plan, including, if applicable, administrative service agreements and group insurance contracts. (b) Parent None of the Company, any ERISA Affiliate or any of their respective predecessors sponsors, maintains or contributes to, has provided in the past six years sponsored, maintained or made available contributed to the Company or been required to contribute to, or directly or indirectly, has any liability with respect to each material Parent Benefit any Employee Plan that is a defined benefit arrangement (i) a true and complete copy other than any such arrangement mandated by Applicable Law), whether or not subject to Title IV of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsERISA. (c) With None of the Company, any ERISA Affiliate or any of their respective predecessors contributes to, has in the past six years contributed to or been required to contribute to, or directly or indirectly, has any liability with respect to each Parent Benefit any “multiemployer plan,” as defined in Section 3(37) of ERISA. (d) Each Employee Plan that which is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter letter, or has pending or has time remaining in which to file an application for such determination from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the CodeInternal Revenue Service, and, to the Knowledge of Parentthe Company, nothing no facts or circumstances exist that would reasonably cause such determination letter to be revoked or not be reissued. The Company has made available to Buyer in Section 7.9.1 of the Data Site copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan complies in all material respects in form and has been maintained in all material respects in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan. To the Knowledge of the Company, no events have occurred with respect to any Employee Plan that have subjected or could subject the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any Company Subsidiary to any material excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA Code or to a civil material penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer PlanExcept as disclosed in Schedule 3.19(e), neither Parent the Company nor any Company Subsidiary has any current or projected liability in respect of its ERISA Affiliates has incurred post-employment or retirement health or life insurance benefits for former or current employees of the Company or any withdrawal liability under Title IV of ERISA which remains unsatisfiedCompany Subsidiary, except as would not, individually or in required of it to avoid excise tax under Section 4980B of the aggregate, reasonably be expected to have a Parent Material Adverse EffectCode. (f) Except as disclosed in Schedule 3.18, no Employee Plan presently is under audit or investigation by the Internal Revenue Service, the Department of Labor or other Governmental Authority. (g) Except to the extent reflected as a liability on the Balance Sheet, the Company has no outstanding obligations with respect to contributions and premium payments, if any, required under any Employee Plan. (h) There are is no pending or, to the Knowledge of Parentthe Company, threatened material actions, claims or lawsuits against or claim relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (Employee Plan, other than routine claims for benefits claims), except where provided for under such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiaryEmployee Plan. (i) Except as provided disclosed in this AgreementSchedule 3.19(i), neither the execution and delivery of this Agreement nor the consummation performance of the transactions contemplated hereby or thereby by this Agreement will not (either alone or in combination with another upon the occurrence of any additional or subsequent event) (i) constitute an event under any Employee Plan that will result in any material payment becoming due (whether of severance pay or otherwise), acceleration, vesting or increase in benefits with respect to any current or former directoremployee, employee consultant, agent or consultant director of Parent and the Parent SubsidiariesCompany or any Company Subsidiary. Except as disclosed in Schedule 3.19(i), no amount could be received (iiwhether in cash or property or the vesting of property) accelerate by any employee, officer, director or other service provided or stockholder of the time of payment Company or vesting or a Company Subsidiary who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1), which could result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation nondeductible expense pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of to Section 280G of the Code to the Company or any “disqualified individual” within Company Subsidiary or an excise tax pursuant to Section 4999 of the meaning Code to the recipient of Section 280G any such amount. No Employee Plan or other agreement provides ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ with any amount of additional compensation if such individual is provided amounts subject to excise or additional taxes imposed under Sections 409A or 4999 of the Code. (j) No Parent Benefit Neither the Company nor any ERISA Affiliate has any unfunded liabilities pursuant to any Employee Plan provides for the gross-up or reimbursement of Taxes which is not intended to be qualified under Section 409A or 4999 401(a) of the Code, Code but which is an employee pension benefit plan (within the meaning of Section 3(2) of ERISA) or otherwiseis not subject to ERISA but constitutes a nonqualified deferred compensation plan or an excess benefit plan. (k) The Company is not a party to, or otherwise subject to, any collective bargaining agreement or other labor union contract. To the Knowledge of the Company, no petition has been filed or proceeding instituted by an employee or group of employees of the Company with any labor relations board seeking recognition of a bargaining representative. There are no actual, pending, or to the Knowledge of the Company, threatened organizing activities by or on behalf of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent, with respect to any employees of the Company. (l) Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject be material to the Laws of any jurisdiction outside of Company and the United States Company Subsidiaries, taken as a whole, (i) have been maintained in accordance with all any individual who performs services for the Company or any Company Subsidiary and who is not treated as an employee for federal income tax purposes by the Company or any Company Subsidiary is not an employee under applicable requirementslaw for any purpose, including for tax withholding purposes or Employee Plan purposes, (ii) the Company and each Company Subsidiary has withheld and paid over to the appropriate taxing authority all amounts that are intended it was required to qualify withhold from employees and others, (iii) neither the Company nor any Company Subsidiary has any liability by reason of an individual who performs or performed services for special Tax treatment, meet all requirements for such treatmentthe Company or any Company Subsidiary in any capacity being improperly excluded from participating in an Employee Plan, and (iiiiv) that are intended to be funded and/or bookeach of the employees of the Company or any Company Subsidiary has been properly classified by the Company or any Company Subsidiary as “exempt” or “non-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsexempt” under applicable law.

Employee Plans. (a) Section 4.17(aThere is no (nor has there ever been) any trade or business (whether or not incorporated), under common control with the Seller within the meaning of Sections 414(b), (c), (m) or (o) of the Parent Disclosure Letter contains Code. Schedule 5.20 sets forth all pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans maintained or sponsored by the Seller, or with respect to which the Seller has any responsibility or liability (including any contingent liability) (collectively referred to herein as the "Plans"). With respect to the ----- Plans, the Seller has delivered to the Buyer copies of: (i) the plan documents, and, where applicable, related trust agreements, and any related agreements which are in writing; (ii) summary plan descriptions; (iii) the most recent Internal Revenue Service determination letter relating to each Plan for which a correct letter of determination was obtained; (iv) to the extent required to be filed, the most recent Annual Report (Form 5500 Series and complete list accompanying schedules of each material Parent Benefit Plan and applicable financial statements) as of filed with the date of this AgreementInternal Revenue Service; and (v) audited financial statements, if any. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan Except as set forth on Schedule 5.20, (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangementsEach Plan conforms to, and insurance contracts its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and all amendments thereto the Internal Revenue Code of 1986, as amended (the "Code") and (ii) to all of the extent applicable (A) the most recent actuarial valuation reportsPlans are in full force and effect ---- as written, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto premiums, contributions and other payments required to be made by the Seller under the terms of any Welfare Plan (Cas hereinafter defined) all current summary plan descriptions and summaries of material modificationshave been made or accrued. (c) With respect to each Parent Benefit Each Plan maintained by the Seller that is intended required to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, each trust maintained pursuant thereto has received been determined to be exempt from federal taxation by the Internal Revenue Service and has a favorable determination letter from that has been issued by the IRS Internal Revenue Service with respect to each such Plan. No Plan that it is so qualified and that its trust an employee welfare benefit plan as defined in Section 3(1) of ERISA (a "Welfare ------- Plan") is exempt from Tax under funded through a voluntary employee beneficiary association as defined ---- in Section 501(a501(c)(9) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely Except as set forth on Schedule 5.20, the Seller has never maintained, contributed to subject Parent or incurred any of the Parent Subsidiaries liability with respect to any direct or indirect material liability under Plan subject to Title IV of ERISA or to a civil penalty under Section 502 412 of ERISA or the Code. The Seller has no material liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. The Seller has not engaged in any transaction described in Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect There are no multiemployer plans (as defined in Subsection 3(37) of ERISA) ("Multiemployer Plans") to which the Seller is or has been required to ------------------- make a contribution or other payment. The Seller has not withdrawn in a complete or partial withdrawal from any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has the Seller incurred any withdrawal material liability under Title IV due to the termination or reorganization of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectMultiemployer Plan. (f) There are has been no pending or, to non-exempt prohibited transaction (within the Knowledge meaning of Parent, threatened material actions, claims Section 4975 of the Code or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto Part 4 of Subtitle B of Title I of ERISA) with respect to the operation any Pension Plan or penalty under Section 502(i) of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectERISA. (g) Each Parent Benefit The Seller does not maintain any Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made providing post-retirement benefits qualified under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (hSection 401(a) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross"Post-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.Retirement --------------- Benefits"

Employee Plans. (a) Section 4.17(aThe Company and each of its Subsidiaries has complied in all material respects with and performed all contractual obligations and all obligations under applicable federal, state and local laws, rules and regulations (domestic and foreign) of the Parent Disclosure Letter contains a correct and complete list of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent has provided required to be performed by it under or made available to the Company with respect to each material Parent any of the Company Benefit Plans (as hereinafter defined) or any related trust agreement or insurance contract. Each Company Benefit Plan (i) a true complies in all material respects with applicable law, including, without limitation, ERISA and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) Code. With respect to each Parent Company Benefit Plan that is intended to qualify under Section 401(a) of the CodeInternal Revenue Code of 1986, such planas amended (the "CODE"), and its related trust, the Company has received a determination letter (which may be a determination letter or an opinion received by a sponsor of a master and prototype standardized or paired plan) from the IRS Internal Revenue Service (or has submitted or is within the remedial amendment period for submitting an application for a determination letter from the IRS) to the effect that it the Company Benefit Plan is so qualified under Section 401 of the Code and that its any trust maintained pursuant thereto is exempt from Tax federal income taxation under Section 501(a) 501 of the Code, Code and, to the Knowledge of ParentCompany's knowledge, nothing has occurred with respect to the operation of any such plan which would reasonably be or is expected to occur through the date of the Effective Time that caused or could cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax tax liability. No Company Benefit Plan is under audit or investigation by the Internal Revenue Service, Department of Labor, or any other governmental authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty. All contributions and other payments required to be made by the Company or any of its Subsidiaries to any Company Benefit Plan prior to the date hereof have been made, and all accruals required to be made with respect to any Company Benefit Plan have been made. There is no claim, dispute, grievance, charge, complaint, restraining or injunctive order, litigation or proceeding pending, threatened or anticipated (other than non-material claims or routine claims for benefits) against or relating to any Company Benefit Plan or against the assets of any Company Benefit Plan. The Company and each of its Subsidiaries has not communicated generally to employees or specifically to any employee regarding any future increase of benefit levels (or future creations of new benefits) with respect to any Company Benefit Plan beyond those reflected in the Company Benefit Plans. The Company and each of its Subsidiaries does not presently sponsor, maintain, contribute to, nor is the Company required to contribute to, nor has the Company or any of its Subsidiaries ever sponsored, maintained, contributed to, or been required to contribute to, any employee pension benefit plan subject to Title IV or Section 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") including, without limitation, any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 412 of the Code, except . (b) Except as would not, individually or set forth in the aggregateCompany Disclosure Letter, reasonably each Company Benefit Plan can be terminated or otherwise discontinued without liability to the Company or any of its Subsidiaries. (c) Except as set forth in the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in the imposition of any federal excise tax with respect to any Company Benefit Plan. No non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or is expected to have occur with respect to any Company Benefit Plan (and the consummation of the transactions contemplated by this Agreement will not constitute or directly or indirectly result in such a Company Material Adverse Effectnon-exempt "PROHIBITED TRANSACTION"). (d) No condition exists that is reasonably likely to subject Parent Except as set forth in the Company Disclosure Letter, no payment or benefit which will or may be made by the Company or any of the Parent its Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen of their employees under any plan or terminated “single-employer plan”, agreement in effect on the date hereof will be characterized as an "EXCESS PARACHUTE PAYMENT" within the meaning of Section 4001(a)(15280G(b)(1) of ERISA, currently the Code or formerly maintained will fail to be deductible for federal income tax purposes by Parent or any ERISA Affiliate, except as would not, individually or in virtue of Section 162(m) of the aggregate, reasonably be expected to have a Parent Material Adverse EffectCode. (e) With respect to any Multiemployer PlanExcept as set forth in the Company Disclosure Letter, neither Parent the Company nor any of its ERISA Affiliates Subsidiaries maintains or contributes to (or has incurred maintained or contributed to) any withdrawal Company Benefit Plan which provides, or has a liability under Title IV of ERISA which remains unsatisfiedto provide, except as would notlife insurance, individually medical, severance, or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating other employee welfare benefit to any Parent Benefit Plan employee upon his retirement or any trusts related thereto with respect to the operation termination of such plan (other than routine benefits claims)employment, except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiaryCode. (if) Except as provided set forth in this Agreementthe Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby by this Agreement will (either alone or in combination with another event) (i) result in any material payment becoming due not give rise to any current liability for severance pay, unemployment compensation, termination pay, or former directorwithdrawal liability, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) increase the amount of material compensation or benefits underdue to any employee, director, or materially increase the amount payable or result in any other material obligation pursuant to, any shareholder of the Parent Benefit PlansCompany or any Subsidiary (whether current, former, or retired) or their beneficiaries solely by reason of such transactions or by reason of a termination following such transactions. (iiig) result Except as set forth in the Company Disclosure Letter, neither the Company nor any payment Subsidiary has any unfunded liabilities pursuant to any Company Benefit Plan that would is not intended to be considered qualified under Section 401(a) of the Code and is an “excess parachute payment” employee pension benefit plan within the meaning of Section 280G 3(2) of ERISA, a nonqualified deferred compensation plan or an excess benefit plan. (h) Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries maintains or contributes to (or has maintained or contributed to) any material employee benefit scheme or arrangement mandated by a government other than the United States or a material Company Benefit Plan that is not subject to United States law. (i) Other than the Subsidiaries, there are no entities that would be deemed or, within the past six years would have been deemed, a "single employer" with the Company under Section 414(b), (c), (m), or (o) of the Code to or Section 4001 of ERISA. (j) As used herein: "COMPANY BENEFIT PLAN" means any “disqualified individual” "EMPLOYEE BENEFIT plan" within the meaning of Section 280G 3(3) of ERISA and any other bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workers' compensation or other insurance, employment, payroll practice, consulting, severance, separation or other employee benefit plan, practice, policy, agreement or arrangement of any kind, established by the Code. Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes or has contributed (jincluding any such Company Benefit Plans not now maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries does not now contribute, but with respect to which the Company or any of its Subsidiaries has or may have any liability). Copies of all Company Benefit Plans (and, if applicable, related trust agreements) No Parent and all amendments thereto and written interpretations thereof and the most recent Forms 5500 required to be filed with respect thereto and all other material documents relating to any Company Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected have been furnished to have a Purchaser. The Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States Disclosure Letter sets forth (i) have been maintained in accordance with all applicable requirements, a true and correct list of each Company Benefit Plan and (ii) that are intended each Company Benefit Plan with respect to qualify for special Tax treatmentwhich benefits will be accelerated, meet all requirements for such treatmentvested, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, increased or paid as appropriate, based upon reasonable actuarial assumptionsa result of the transactions contemplated by this Agreement.

Employee Plans. (ai) Section 4.17(a3.11(b)(i) of the Parent Disclosure Letter Schedule contains a correct true and complete list of each all material Parent Benefit Employee Plans. Except with respect to amendments that required by Law, neither the Company nor any ERISA Affiliate has any agreement, arrangement, commitment or obligation, whether legally binding or not, to create, enter into or contribute to any additional Employee Plan as of the date of this Agreement. (b) Parent or to modify or amend any existing Employee Plan. The Company has provided or made available to the Company Purchaser, with respect to each material Parent Benefit Employee Plan (i) a true to the extent applicable thereto), true, correct and complete copy of all copies of: (A) the current plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts document and all amendments thereto or, if such Employee Plan is not in writing, a written description of the Employee Plan; (B) the last three annual reports (e.g., Form 5500 series and all schedules and financial statements attached thereto) filed with respect to such Employee Plan; (ii) to the extent applicable (AC) the most recent actuarial valuation reportssummary plan description, and all summaries of material modifications related thereto, distributed to participants in such Employee Plan; (BD) the most recent Form 5500 filed determination, opinion or advisory letter issued by the IRS with the U.S. Department of Labor and all schedules thereto respect to such Employee Plan; and (CE) all current summary plan descriptions and summaries of material modificationsnon-routine correspondence since January 1, 2016 to or from any Governmental Authority relating to such Employee Plan. (cii) With respect to each Parent Benefit Employee Plan: (A) such Employee Plan has been established, maintained, administered, operated and funded in all material respects in accordance with its terms and in compliance with all applicable requirements of all applicable Law, including ERISA and the Code (and the regulations and rulings issued thereunder); (B) none of the Company, any ERISA Affiliate or any other Person has (1) materially breached any fiduciary duty imposed upon it by ERISA or any other applicable Law, or (2) engaged in a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available and which could result in a material Liability; (C) all contributions, premiums and other payments due or required to be paid to (or with respect to) such Employee Plan have been paid on or before their respective due dates and within the time period, if any, prescribed by E▇▇▇▇, or, if not yet due, have been accrued as a liability on the Financial Statements; and (D) none of the Company or any ERISA Affiliate has incurred, and there exists no condition or set of circumstances in connection with which the Company or any ERISA Affiliate could incur, directly or indirectly, any penalty, Tax, fine, Encumbrance or Liability under ERISA, the Code or any other applicable Law, or pursuant to any indemnification, contribution or similar agreement. (iii) Each Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a determination determination, advisory or opinion letter from indicating that the IRS that it form of such plan is so qualified and that its related trust is exempt from Tax taxation under Section 501(a) of the Code. Each such Employee Plan (A) is the subject of an unrevoked, andfavorable determination letter from the IRS with respect to the form of such Employee Plan’s qualified status under the Code; or (B) utilizes a prototype plan or volume submitter plan document that is the subject of a current unrevoked favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype plan or volume submitter plan and upon which the Company and such Employee Plan are entitled, under applicable IRS guidance, to rely. To the Knowledge of Parentthe Company, nothing has occurred with respect to the operation of any such plan which would or could reasonably be expected to cause occur that could adversely affect the loss of such qualification or exemption or the imposition of any liability, penalty such Employee Plan or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectits related trust. (div) No condition exists Neither the Company nor any ERISA Affiliate sponsors, maintains or contributes to, or has ever sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), or has (or could have) any Liability (including, but not limited to, any contingent Liability under or with respect to: (A) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is reasonably likely (or, at any time, was) subject to subject Parent or any Section 302 of the Parent Subsidiaries to any direct or indirect material liability under ERISA, Title IV of ERISA or to a civil penalty under Section 502 412 of ERISA the Code; (B) any “multiemployer plan,” as defined in Section 3(37) or liability under Section 4069 4001(a)(3) of ERISA or Section 4975, 4976, or 4980B 414(f) of the Code or other liability with respect to the Parent Benefit Plans or with respect to Code; (B) any ongoing, frozen or terminated “single-multiple employer plan”, plan within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims210(a), except where such claims would not, individually 4063 or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 4064 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (iSection 413(c) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, (D) any “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA; (E) any self-funded (or otherwise. self-insured) group health plan; or (kF) Except as would notany employee benefit plan, individually fund, policy, program, practice, Contract, agreement or in arrangement covering employees outside of the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans United States or subject to the Laws of any jurisdiction outside other than the United States. (v) Each Employee Plan which is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the United States Code or similar state Laws (icollectively, “COBRA”) have has been maintained administered, at all times since inception, in accordance compliance with such requirements in all applicable requirementsmaterial respects. Except with respect to benefits provided under COBRA, none of the Employee Plans provides life insurance, medical or other welfare benefits (iiwithin the meaning of Section 3(1) of ERISA) to any current or former employee of the Company or any ERISA Affiliate (or to any other Person) after his or her retirement or other termination of employment or service, and none of the Company or any ERISA Affiliate has ever represented, promised or contracted (whether in written or oral form) to any such employee or former employee (or to any other Person) that are intended such benefits would be provided, except to qualify for special Tax treatmentthe extent required by COBRA (and at the sole expense of the qualified beneficiary). (vi) The Company and each ERISA Affiliate is and, meet at all requirements for such treatmentrelevant times, has been in compliance in all material respects with the Patient Protection and (iii) that are intended to be funded and/or book-reservedAffordable Care Act, are fully funded and/or book reservedPub. L. No. 111 148, as appropriatethe Health Care and Education Reconciliation Act of 2010, based upon reasonable actuarial assumptionsPub.

Employee Plans. With respect to every "employee pension plan" or "employee welfare benefit plan", as defined in ERISA, sponsored by Seller or in which any employee of Seller participates (asingly, a "Plan" and collectively, the "Plans"), Seller and Shareholder have heretofore delivered to the Buyer true, correct and complete copies of: (i) the most recent Internal Revenue Service determination letters relating to each Plan which is a pension, profit-sharing, or stock bonus plan qualified (or intended to be qualified) under Section 4.17(a401(c) of the Parent Disclosure Letter contains Code, listed in Exhibit 4.3(n) hereto for which a correct determination letter was obtained; (ii) the most recent Annual Report (Form 5500 series) and complete list accompanying schedules of each material Parent Benefit Plan as currently sponsored by any of the date of this Agreement. (b) Parent has provided or made available to the Company them, with respect to which the same are required, as filed pursuant to applicable law; (iii) the most recent annual, quarterly and monthly financial statements or reports for each material Parent Benefit Plan and all Plans; and (iiv) a true and complete copy of all plan documents, if anyas amended to date, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) modifications and all plan termination documentation with respect to each Plan presently or in the past sponsored by any member of the Selling Group, except for the multi-employer plans referred to below. With respect to each Parent Benefit Plan that of such Plans as to which an Annual Report (Form 5500 series) is intended required to qualify under Section 401(a) be filed, no liabilities as of the Code, date of such planAnnual Report exist unless specifically referred to in the most recent such Annual Report, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing no material change has occurred with respect to the operation matters covered by the last Annual Report since the date thereof. Seller and Shareholder do not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such plan term is defined in Section 406 of ERISA and Section 4975 of the Code, which has ever been engaged in by Shareholder or Seller, or by any Plan sponsored by Seller, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would reasonably be expected subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under sanctions imposed by ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any tax on prohibited transactions imposed by Section 4975 of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) Code. There are no actions, suits or claims pending or, to the Knowledge best of ParentSeller's or Shareholder's knowledge, threatened material actionsafter due inquiry, claims threatened, against any of the Plans or lawsuits against any administrator or relating fiduciary thereof. Neither any of the Plans nor any of said trusts have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or Section 412(a) of the Code (whether or not waived), since the effective date of ERISA. The terms and operation of each of the Plans have complied to the extent required with the provisions of the Code and ERISA, and all reports and notices required by ERISA or the Code have been duly filed or given. Seller and Shareholder shall deliver to the Buyer a list of all of the members of the Seller's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA. Except as may be specified in Exhibit 4.3(n) hereto, none of such Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any Parent Benefit such Plans since the effective date of ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by Seller and subject to Title IV of ERISA did not, as of the most recent valuation date, exceed the fair market value of the assets of such Plan as of such date. Seller has never been a sponsor of, and/or a contributing employer to, a multi-employer pension plan subject to the provisions of Section 4201, et seq., of ERISA; or if it has, it has never incurred any trusts related thereto withdrawal liability thereunder, nor will it incur any such liability as a result of the consummation of any of the transactions contemplated by this agreement; or if it will, at or prior to the Closing Date, it will pay or otherwise satisfy such liability in full and/or establish an escrow fund or secure a bond in an appropriate amount with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in same with an escrow agent and/or a bonding company reasonably satisfactory to the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, Buyer and in compliance in all respects with a manner agreeable to applicable law. Seller has never been a sponsor of, or a contributing employer to, a single employer pension plan subject to the applicable provisions of Section 4041, et seq., of ERISA; nor has it ever incurred any liability thereunder or under Section 4062, et seq., of ERISA, the Code and other applicable Laws, and all contributions required to have been made under nor will it incur any such liability as a result of the Parent Benefit Plans to consummation of any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by this agreement; or thereby if it will, at or prior to the Closing Date, it will (either alone pay or otherwise satisfy such liability in combination full and/or establish an escrow fund or secure a bond with another event) (i) result in any material payment becoming due respect to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except same as would not, individually or provided in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionspreceding sentence.

Employee Plans. (ai) Section 4.17(aSchedule 3.02(s)(i) of the Parent Disclosure Letter contains sets forth a correct true and complete list of all employee benefit plans (within the meaning of Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, executive compensation, retiree medical or life insurance, retirement, supplemental retirement, severance or other benefit plans, programs or arrangements in which current or former employees of the Company participate, with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company or any of its Affiliates for the benefit of any current or former employee, officer or director of the Company regardless of whether such plans, programs or arrangements are being assumed by the Purchaser (hereinafter the “Employee Plans”). Except as provided in Schedule 3.02(s)(i), each material Parent Benefit Employee Plan is in writing and prior to the date hereof, the Company has delivered to the Purchaser true and correct copies of each such Employee Plan as amended through the date hereof, together with all related documentation including, without limitation, funding and investment management agreements and the most recently issued summary plan descriptions, the most recent actuarial reports, trust statements, insurance contracts, financial and assets statements, administrative services agreements and all correspondence with all regulatory authorities or other relevant Persons with respect to any issues related to such Employee Plans which, as of the date hereof, is not resolved without further obligation or liability of the Company. No changes have occurred or are expected to occur which would affect the information contained in the actuarial reports, financial or asset statements required to be provided to Purchaser pursuant to the terms of this AgreementSection. No Employee Plan is subject to the Laws of any jurisdiction other than the United States or any State thereof. The Company has not made an express or implied commitment to modify, change or terminate any Employee Plan other than a modification, change or termination required by Law. (bii) Parent has Except as provided or made available to in Schedule 3.02(s)(ii), neither the Company nor any trade or business that is required to be aggregated with the Company under Code Section 414(o) or Section 4001 of ERISA (an “ERISA Affiliate”) contributes to or has ever contributed to or has any liability or contingent liability with respect to each material Parent Benefit Plan (iany “multiemployer plan” within the meaning of Section 3(37) of ERISA, a true and complete copy “multiple employer plan” within the meaning of all Section 210 of ERISA or Code Section 413, a pension plan documentssubject to Title IV of ERISA or Code Section 412, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to or a “welfare benefit fund” within the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department meaning of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsCode Section 419. (ciii) With respect to each Parent Benefit Each Employee Plan that which is intended to qualify be qualified under Section 401(a) of the Code, such planand the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS that it is so qualified, and its each related trusttrust which is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code, has received a determination letter from the IRS that it is so qualified exempt, and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing no fact or event has occurred with respect to since the operation of any such plan which would reasonably be expected to cause the loss date of such qualification determination letter that would adversely affect such qualification, tax-preferred or exemption or tax exempt status, as the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectcase may be. (div) No Liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full and no condition exists that is reasonably likely presents a risk to subject Parent the Company or any ERISA Affiliate of incurring any such Liability, other than Liabilities due to the Parent Subsidiaries Pension Benefit Guaranty Corporation (which premiums have been paid when due). No Employee Plan that is subject to any direct or indirect material liability under Title IV of ERISA or Section 412 of the Code or any trust established thereunder has failed to a civil penalty satisfy the applicable “minimum funding standard” as defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, as of the last date of the most recent fiscal year of each such plan that ended prior to Closing. (v) With respect to each Employee Plan in which employees of the Company participate, the Company is not currently liable for any Tax arising under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4971, 4972, 4975, 4976, 4978, 4979, 4980 or 4980B of the Code, and no fact or event exists which would give rise to any such Liability. The Company has not incurred any Liability under or arising out of ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Family Medical Leave Act of 1993 and no fact or event exists that would result in such a Liability. None of the assets of the Company are the subject of any lien arising under ERISA or the Code and no fact or other liability event exists which would give rise to any such lien. (vi) The Company has performed all of its obligations under the Employee Plans to the extent required by applicable Law. Each Employee Plan is now and has at all times prior to the date hereof been operated in all material respects in accordance with the requirements of all applicable Laws, including, without limitation, ERISA and the Code. Except as set forth on Schedule 3.02(s)(vi), the Financial Statements reflect accruals of all amounts of employer contributions and premiums accrued by the Company in respect of employees employed or Persons formerly employed by the Company but unpaid with respect to the Parent Benefit Employee Plans as of the date of such statements. (vii) Except for claims for benefits arising in the ordinary course with respect to any Employee Plan, there are no claims, actions, suits, proceedings, investigations or hearings pending or, to the Company’s or the Management Sellers’ knowledge, threatened with respect to any Employee Plan or any fiduciary thereof, and there exists no condition or set of circumstances which could reasonably be expected to subject the Company to any Liability under the terms of or with respect to any ongoing, frozen Employee Plan or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of under ERISA, currently the Code, or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectapplicable Law. (eviii) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will by this Agreement (either whether alone or in combination together with another eventevent such as termination of employment) will (i) result in entitle any material payment becoming due individual to any current or former director, employee or consultant of Parent and the Parent Subsidiariesseverance pay, (ii) accelerate the time of payment or vesting under any Employee Plan or result in other agreement, (iii) trigger any payment or funding (through though a grantor trust or otherwise) of material any compensation, severance or other benefit under any Employee Plan or other agreement to which the Company is a party, or (iv) increase the amount of compensation or benefits under, or materially increase the amount payable or result in due to any other material obligation pursuant to, any of the Parent Benefit Plans, or individual. (iiiix) result in any payment Each Employee Plan that would be considered an is a “excess parachute paymentnonqualified deferred compensation plan” (within the meaning of Code Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j409A(d)(1)) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans and is subject to the Laws requirements of any jurisdiction outside of Code Section 409A is in compliance with Code Section 409A and all guidance issued by the IRS or United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsDepartment of Treasury.

Employee Plans. (a) Section 4.17(aSchedule 3.10(a) lists all Employee Benefit Plans (i) providing benefits to any officer, director, employee, retiree, former employee or agent, of a Group Company or any of such Person’s dependents, survivors or beneficiaries; (ii) which is sponsored, maintained or contributed to by a Group Company; or (iii) with respect to which a Group Company has any Liability under ERISA or the Parent Disclosure Letter contains a correct and complete list of Code, including any contingent Liability in relation to an ERISA Affiliate (collectively, the “Company Employee Benefit Plans”). (b) Except as set forth on Schedule 3.10(b), each material Parent Employee Benefit Plan as has been maintained and administered in accordance with its terms and in compliance in all material respects with the applicable requirements of ERISA, the Code and any other applicable Laws. The Group Companies have, during the five (5) years preceding the date of this Agreement. (b) Parent has provided , properly performed all of their duties and obligations under or made available to the Company with respect to each material Parent Company Employee Benefit Plan (i) a true and complete copy of all plan documents, if anyPlan, including related trust agreementsall fiduciary, funding arrangementsreporting, disclosure, and insurance contracts notification duties and all amendments thereto and (ii) to obligations under the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department requirements of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent any Law. Each Company Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) or 501(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS that it U.S. Internal Revenue Service or, if applicable, is so qualified relying on a favorable determination letter or similar letter received by the prototype plan sponsor, and that its trust is the related trusts have been determined to be exempt from Tax under Section 501(a) of taxation. To the Code, and, to the Knowledge of ParentCompany’s knowledge, nothing has occurred with respect to since the operation date of any such plan which determination letter that would reasonably be expected to cause the loss of such qualification or exemption or the imposition exemption, and no assessment of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates Taxes has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending been made or, to the Knowledge of ParentCompany’s knowledge, is threatened material actionsagainst any Group Company, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to trust of any Company Employee Benefit Plan, on the operation basis of a failure of such plan (other than routine benefits claims), except where such claims would not, individually qualification or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) exemption. Except as provided in this Agreementset forth on Schedule 3.10(c), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or thereby upon the occurrence of any additional or subsequent event) will (i) entitle any Person to any payment, forgiveness of indebtedness, vesting, distribution, or increase in benefits under or with respect to any Company Employee Benefit Plan, (ii) trigger any acceleration of vesting or payment of benefits under or with respect to any Company Employee Benefit Plan, (iii) trigger any obligation to fund any Company Employee Benefit Plan, or (iv) limit or restrict the ability of the Group Companies to amend or terminate any Company Employee Benefit Plan. (c) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event) , will result in any amount paid or payable by any of the Group Companies (or any of their Affiliates or by any Person who acquires ownership or effective control of the Company and/or its Subsidiaries or ownership of a substantial portion of the their assets (within the meaning of section 280G of the Code)): (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered constituting an “excess parachute payment” within the meaning of Code Section 280G or Code Section 4999, or (ii) being not deductible by the Company by reason of Code Section 280G. Schedule 3.10(c) lists each Person who the Code Group Companies reasonably believe is, with respect to the Group Companies and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder). (d) No Company Employee Benefit Plan is an Employee Pension Benefit Plan and neither the Company nor any ERISA Affiliate has any Liability in connection with or an obligation to contribute to an Employee Pension Benefit Plan. No Company Employee Benefit Plan which is an Employee Welfare Benefit Plan provides or promises post-retirement health or life benefits to current employees or retirees of the Company beyond their retirement date or other termination of service, except as required by applicable Law. No Company Employee Benefit Plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (e) All contributions which are due under the terms of each Company Employee Benefit Plan (including all employer contributions and employee salary reduction contributions) have been timely made or paid by the due date thereof and all contributions for any period ending on or before the date of this Agreement which are not yet due have been paid or properly accrued in on the Latest Balance Sheet in accordance with applicable Law. All premiums or other payments for all periods ending on or before the Closing Date have been (or prior to the Closing Date will be) paid with respect to each Company Employee Benefit Plan. (f) With respect to the Company Employee Benefit Plans no event has occurred, and there exists no condition or set of circumstances, in connection with which the Group Companies or any ERISA Affiliate could be subject to any material Liability (other than for routine claims for benefits in the ordinary course of business) under the terms of the Company Employee Benefit Plans or any applicable Law. None of the Company Employee Benefit Plans are under investigation by the U.S. Internal Revenue Service or U.S. Department of Labor. No claim, action, suit or proceeding is pending or, to the Company’s knowledge, threatened, with respect to any Company Employee Benefit Plan (other than routine claims for benefits in the ordinary course of business) and no fact exists which could reasonably be expected to give rise to any such claim, action, suit or proceeding. No “prohibited transaction”, as such term is defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Company Employee Benefit Plan. (g) Each Company Employee Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code has been operated in good faith compliance with Section 409A of the Code and the guidance of the IRS provided thereunder. No Group Company nor any ERISA Affiliate has any indemnity or gross-up obligation to any Person for any Taxes or penalties imposed under Sections 4999 or 409A of the Code. (jh) No Parent The Group Companies, each ERISA Affiliate and each Company Employee Benefit Plan provides for that is a “group health plan” as defined in Section 733(a)(1) of ERISA are in compliance in all material respects with the gross-up or reimbursement of Taxes under Section 409A or 4999 applicable provisions of the CodePatient Protection and Affordable Care Act of 2010 as amended by the Health Care and Education Reconciliation Act of 2010, and all regulations and guidance issued thereunder. No Group Company nor any ERISA Affiliate has incurred, and nothing has occurred, and no condition or otherwise.circumstance exists that could subject a Group Company or any ERISA Affiliate to, any penalty or excise Tax under Code Sections 4980D or 4980H. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirementsWith respect to each Company Employee Benefit Plan, the Company has made available to Buyer copies, to the extent applicable, of (i) the current plan and trust documents and the most recent summary plan description, (ii) the most recent annual report (Form 5500 series), (iii) the most recent financial statements, (iv) the most recent U.S. Internal Revenue Service determination letter, (v) a written summary of the material terms of any Company Employee Benefit Plan that are intended is not set forth in a written document, (vi) all material and non-routine notices, letters, or other correspondence to qualify for special Tax treatmentor from any Governmental Entity within the last three (3) years, meet all requirements for such treatmentincluding any filings or applications to any Governmental Entity pursuant to any amnesty or correction program, and (iiivii) that are intended to be funded and/or bookall non-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsdiscrimination tests for the three (3) most recently completed plan years.

Employee Plans. Except as set forth in the Company Disclosure Letter, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral and all trust agreements related thereto, relating to any present or former directors, officers or employees of Company or Company Subsidiaries (a"Company Employee Plans") have been maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of ERISA, the Code, and any other applicable laws. Neither Company nor any Company Subsidiary maintains any defined benefit plan (as defined in Section 4.17(a3(35) of the Parent Disclosure Letter contains a correct and complete list of each material Parent Benefit Plan as of the date of this Agreement. (bERISA) Parent has provided or made available and, except for amendments adopted since January 1, 2003 to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that is Employee Plans intended to qualify be qualified under Section 401(a) of the CodeCode not materially affecting the qualified status of the plans (which are disclosed in, and copies of which have been delivered with, the Company Disclosure Letter), each such plan as amended (and any trust relating thereto) either (i) has been determined by the IRS to be so qualified or (ii) is the subject of a pending application for such determination that was timely filed. In addition, (a) no defined benefit plan previously maintained by the Company or any Company Subsidiary, if any, has been terminated in the six years preceding the date of this Agreement, nor has the PBGC instituted proceedings to terminate any such defined benefit plan or to appoint a trustee or administrator of any such defined benefit plan, and its related trust, has received a determination letter from the IRS no circumstances exist that it is so qualified and that its trust is exempt from Tax constitute grounds under Section 501(a4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and (b) Company has not maintained or participated in a "multiemployer plan" within the meaning of Section 3(37) of ERISA or a "multiple employer plan" within the meaning of Section 413(c) of the Code, and, . Neither Company nor any Company Subsidiary has incurred any liability to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or PBGC with respect to any ongoing, frozen or terminated “"single-employer plan”, " within the meaning of Section 4001(a)(15) of ERISA, ERISA currently or formerly maintained by Parent any entity considered one employer with it under Section 4001 of ERISA or Section 414 of the Code, except for premiums all of which have been paid when due. Except as set forth in the Company Disclosure Letter, there is no basis for any Person to assert that Company or any ERISA AffiliateCompany Subsidiary has an obligation to institute any Employee Plan or any such other arrangement, except as would not, individually agreement or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) plan. With respect to any Multiemployer insurance policy that heretofore has or currently does provide funding for benefits under any Company Employee Plan, neither Parent nor (x) there is no liability on the part of Company or any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or Company Subsidiary in the aggregatenature of a retroactive or retrospective rate adjustment, reasonably loss-sharing arrangement, or other actual or contingent liability, nor would there be expected to have a Parent Material Adverse Effect. any such liability if such insurance policy was terminated, and (fy) There are no pending orinsurance company issuing such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge knowledge of ParentCompany, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto no such proceeding with respect to the operation of any such plan (other than routine benefits claims), except where such claims would not, individually or insurer is imminent. Except as set forth in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this AgreementDisclosure Letter, neither the execution and delivery of this Agreement Agreement, nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another eventA) (i) constitute a stated triggering event under any Company Employee Plan that will result in any material payment (whether of severance pay or otherwise) becoming due from Company or any Company Subsidiary to any current present or former officer, employee, director, employee shareholder, consultant or consultant dependent of Parent and any of the Parent Subsidiaries, foregoing or (iiB) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits undervesting, or materially increase the amount payable of compensation due to any present or result in any other material obligation pursuant toformer officer, employee, director, shareholder, consultant, or dependent of any of the Parent Benefit Plansforegoing. Neither Company nor any Company Subsidiary has any obligations for retiree health and life benefits under any Company Employee Plan, or (iii) result except as set forth in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Company Disclosure Letter. Except as would not, individually or set forth in the aggregateCompany Disclosure Letter, reasonably be expected there are no restrictions on the rights of Company or Company Subsidiaries to have a amend or terminate any such Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of Employee Plan without incurring any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsliability thereunder.

Employee Plans. 3.10.1. Schedule 3.10.1 sets forth a list of all Employee Plans. With respect to each Employee Plan, the Company has made available to Buyer true and correct copies of (ai) the current official Employee Plan documents, including all amendments thereto, or, in the case of an unwritten Employee Plan, a written description thereof, and (ii) the most recent summary plan descriptions and any summaries of material modifications thereto, and the past three annual reports and associated summary annual reports. 3.10.2. Each Employee Plan that is intended to be qualified under Section 4.17(a401(a) of the Parent Disclosure Letter contains a correct and complete list of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan Code (i) has received a true and complete copy favorable determination or opinion letter or filed for a determination or opinion letter from the IRS to the effect that the form of all such plan documents, if any, including related trust agreements, funding arrangementsis so qualified or the applicable period for requesting such determination or opinion has not yet expired, and insurance contracts and all amendments thereto each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code and (ii) to the extent applicable (A) Company’s Knowledge, nothing has occurred since the most recent actuarial valuation reports, (B) date of any such determination or prototype opinion letter that could reasonably be expected to give the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect IRS grounds to each Parent Benefit Plan that is intended to qualify revoke its qualified status under Section 401(a) of the Code. 3.10.3. Each Employee Plan has been established, such planmaintained, operated and administered in compliance in all material respects with applicable Legal Requirements. There have been no actions or omissions that would be non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code or material breaches of any of the duties imposed by ERISA on “fiduciaries” (within the meaning of Section 3(21) of ERISA) with respect to the Employee Plans, which actions or omissions could reasonably be expected to result in any Liability or excise tax being imposed on the Company under applicable Legal Requirements. 3.10.4. All required contributions, assessments and premium payments on account of each Employee Plan have been timely paid by the applicable due date or accrued in accordance with GAAP. 3.10.5. With respect to each Employee Plan, there are no pending (or, to the Company’s Knowledge, threatened) Actions involving the Company other than routine claims for benefits in the ordinary course of business. 3.10.6. None of the Company, any of its Subsidiaries, or any of its or their ERISA Affiliates maintain, sponsor, participate in, contribute to or have any obligation to contribute to, and its related trustat no time have such entities ever maintained, has received established, sponsored, participated in, contributed to or been obligated to, or otherwise have or had any Liability with respect to (i) any “defined benefit plan” (as defined in Section 3(35) of ERISA) that is subject to Title IV of ERISA, (ii) any “multiemployer plan,” (as defined in Section 3(37) of ERISA) or (iii) a determination letter from “multiple employer plan” within the IRS that it is so qualified and that its trust is exempt from Tax under meaning of Section 501(a210(a) of ERISA or Section 413(c) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent 3.10.7. Except as set forth on Schedule 3.10.7 or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty as required under Section 502 of ERISA or liability under Section 4069 601 et seq. of ERISA or Section 4975, 4976, or 4980B of the Code or any analogous state or local Legal Requirement, no Employee Plan provides benefits or coverage following retirement or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning termination of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) employment. With respect to any Multiemployer Planeach Employee Plan that is subject to Section 4980B of the Code, neither Parent nor any of the Company and its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to Subsidiaries have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered complied in all respects in accordance with its terms, and in compliance in all material respects with the applicable provisions continuation coverage requirements of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 Part 6 of ERISA Subtitle B of Title I of ERISA. No Employee Plan that provides health insurance or any other applicable Law medical coverage is self-funded or at the expense of the participant or the participant’s beneficiaryself-insured. (i) 3.10.8. Except as provided in this Agreementset forth on Schedule 3.10.8, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby Contemplated Transactions will (not, either alone or in combination with another event) event (isuch as termination of employment), (a) result in any material payment becoming due to under any current or former director, employee or consultant of Parent and the Parent SubsidiariesEmployee Plan, (iib) accelerate the time of payment payment, funding or vesting or result in of any payment or funding benefits under any Employee Plan, (through a grantor trust or otherwisec) increase the amount of material compensation or benefits under, or materially increase the amount payable or result in due under any other material obligation pursuant to, any of the Parent Benefit PlansEmployee Plan, or (iiid) result in the forgiveness in whole or in part of, or accelerate the repayment date of, any payment outstanding loans that would be considered exist under or as part of any Employee Plan. 3.10.9. Neither the Company, nor any of its Subsidiaries, maintains an “excess parachute payment” Employee Plan that is a nonqualified deferred compensation plan (within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G 409A(d)(1) of the Code). (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a3.9(a) of the Parent Company Disclosure Letter contains Schedules sets forth a true, correct and complete list of each material Parent Benefit Company Plan as (other than (i) any offer letter or other employment Contract that is terminable “at-will” or following a notice period imposed by applicable Law and does not provide for any equity awards that have not yet been issued or any severance, retention, change of control, transaction or similar bonuses (other than severance payments required to be made by the date Company or any Company Subsidiaries under applicable foreign Law), (ii) any individual consulting services Contract that is terminable upon thirty (30) days’ notice or less or (iii) any individual equity award grant notice or award agreement on the Company’s standard forms of this Agreementequity award grant notice and agreement in the forms made available to Parent). (b) Parent With respect to each Company Plan set forth on Section 3.9(a) of the Company Disclosure Schedules, the Company has provided or made available to the Company with respect to each material Parent Benefit Plan a true and correct copy of, as applicable: (i) a true each written Company Plan document and complete copy of all plan documentsamendments thereto, if any, including related trust agreementsor, funding arrangementswith respect to any unwritten Company Plan, and insurance contracts and all amendments thereto and a summary of the material terms thereof; (ii) the current summary plan description of each Company Employee Benefit Plan and any material modifications thereto, if any, or any written summary provided to the extent applicable participants with respect to any plan for which no summary plan description exists; (Aiii) the most recent actuarial valuation reportsdetermination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service or other Governmental Authority; (Biv) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Authority, if any; (v) all non-routine correspondence and material notices given to the U.S. administrator of such Company Employee Benefit Plan, the Company, any of the Company Subsidiaries or any Company ERISA Affiliate by the Internal Revenue Service, Department of Labor and all schedules thereto Labor, Pension Benefit Guarantee Corporation, or other Governmental Authority with respect to such Company Plan within the past three (3) years; and (Cvi) all current summary plan descriptions the most recent financial statements and summaries of material modificationsactuarial or other valuation reports prepared with respect thereto. (c) With respect to each Parent Each Company Employee Benefit Plan that is intended to qualify under be “qualified” within the meaning of Section 401(a) of the Code, such plan, and its related trust, Code has received been the subject of a favorable determination letter (or, if applicable, advisory or opinion letter) from the IRS Internal Revenue Service that it is so qualified has not been revoked or meets the requirements for such treatment and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing no event has occurred with respect to the operation of any such plan which and no condition exists that would reasonably be expected to cause materially and adversely affect the loss qualified status of any such qualification Company Employee Benefit Plan or exemption or result in the imposition of any material liability, penalty or Tax under ERISA or the Code, except . (d) Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. , (di) No condition exists that each Company Employee Benefit Plan is reasonably likely and has been established, maintained, funded and administered in accordance with its provisions and in compliance with all applicable provisions of ERISA and the Code; (ii) all payments and contributions required to subject Parent be made under the terms of any Company Plan have been made or properly accrued, or the amount of such payment or contribution obligation has been reflected in the Company SEC Reports which are publicly available prior to the Agreement Date; (iii) neither the Company nor any of the Parent Company Subsidiaries has incurred (whether or not assessed) or is reasonably expected to incur any direct Tax or indirect material liability penalty under Title IV Sections 4980B, 4980D, 4980H, 6721 or 6722 of ERISA the Code; and (iv) there is no pending or threatened claim, action or other dispute on behalf of or relating to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or Company Employee Benefit Plan (other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectthan routine claims for benefits). (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, each Company Employee Benefit Plan that is subject to the Knowledge Laws of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (a jurisdiction other than routine benefits claimsthe United States (whether or not United States Law also applies) (a “Non-U.S. Plan”), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, (i) all employer and employee contributions to each Non-U.S. Plan required by Law or by the terms of such Non-U.S. Plan have been timely made, or, if applicable, accrued in accordance with normal accounting practices, (ii) each Non-U.S. Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities, (iii) no Non-U.S. Plan is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA), and (iv) there are no unfunded or underfunded liabilities with respect to any Non-U.S. Plan. (hf) None No Company Employee Benefit Plan is, and neither the Company nor any of the Parent Benefit Plans provide retiree Company Subsidiaries maintain, sponsor, contribute to, have any obligation to contribute to, or otherwise have any current or contingent liability or obligation under or with respect to any: (i) “multiemployer plan” (as defined in Section 3(37) of ERISA) or any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is or was subject to Section 412 of the Code or Title IV of ERISA; (ii) “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (iii) “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; (iv) “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject thereto); or (v) plan or arrangement that provides post-employment, post-ownership, or post-service health or life insurance other welfare benefits except as may be required by Section 4980B of the Code (and Section 601 for which the beneficiary pays the full premium cost of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiarycoverage). (ig) Except as provided in this Agreement, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will could (either whether alone or in combination with another any other event) ), (i) result in in, or cause the accelerated vesting, payment, or increase the value of, any material compensatory payment becoming due or benefit to any current or former director, employee officer, employee, or consultant individual independent contractor of Parent and the Parent Company or its Subsidiaries, (ii) accelerate require a contribution or funding by the time Company or any of payment its Subsidiaries to a Company Plan or vesting the transfer or setting aside of assets to fund any benefits under an Company Plan, (iii) limit or restrict the right to merge, amend, terminate or transfer the assets of any Company Plan following the Effective Time, or (iv) result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment benefit that would be considered constitute an “excess parachute payment” within the meaning of Section 280G of the Code to Code. (h) Each Company Plan that constitutes in any “disqualified individual” part a nonqualified deferred compensation plan within the meaning of Section 280G 409A of the CodeCode has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder. (ji) No Parent Benefit Company Plan provides for the a “gross-up up” or reimbursement similar payment in respect of any Taxes that may become payable, including those imposed under Section Sections 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(aSchedule 3.13(a) to the Disclosure Letter lists, as of the Parent date of this Agreement, each material Business Employee Benefit Plan (excluding any offer letter or employment agreement required by applicable Law or any Collective Bargaining Agreement) in which any Employee of the Business located in the Major Market Countries is entitled to participate or to which he or she is a party (the “Major Market Plans”) and each such Major Market Plan that is an Assumed Benefit Plan sponsored by a Transferred Company is identified with an asterisk on Schedule 3.13(a) to the Disclosure Letter. As soon as practicable after the date hereof and in no event later than thirty (30) days prior to the Principal Closing Date, Seller shall provide Buyer a revised Schedule 3.13(a) to the Disclosure Letter, which shall list, as of the date such revised Schedule 3.13(a) to the Disclosure Letter contains is provided, each Business Employee Benefit Plan (other than any offer letter or employment agreement required by applicable Law or by any Collective Bargaining Agreement) (the “Listed Plans”) in which any Employee of the Business is entitled to participate or to which he or she is a correct party, and such revised Schedule 3.13(a) to the Disclosure Letter shall identify with an asterisk each Listed Plan that is an Assumed Benefit Plan sponsored by a Transferred Company. (b) With respect to each Major Market Plan that is an equity-based compensation plan in the United States, true and complete list copies have been filed with the SEC as of the date of this Agreement. With respect to each Major Market Plan that is a defined benefit pension or retiree medical benefit plan in the United States, a summary of material terms thereof has been made available in the Data Room as of the date of this Agreement. Except as set forth in this Section 3.13(b), (i) with respect to each Major Market Plan, true and complete copies of all plan documents (including all amendments and modifications thereof) or a summary of material terms thereof, or a form or sample of each material Parent employment agreement (including an actual copy of any such agreement that contains material individualized terms, other than, for the avoidance of doubt, terms with respect to information covered by Section 8.01(b) or employee names or addresses) have been made available in the Data Room as of the date of this Agreement; (ii) with respect to each Listed Plan other than any equity based compensation, defined benefit pension or retiree medical benefit plan in the United States, true and complete copies of all plan documents (including amendments and modifications thereof) or a summary of material terms thereof, or a form or sample of each material employment agreement (including an actual copy of any such agreement that contains material individualized terms, other than, for the avoidance of doubt, terms with respect to information covered by Section 8.01(b) or employee names or addresses), shall have been made available in the Data Room as soon as practicable after the date hereof and in no event later than thirty (30) days prior to the Principal Closing Date; (iii) with respect to each Assumed Benefit Plan sponsored by a Transferring Company, each writing constituting a part of such Assumed Benefit Plan, or, with respect to any such plan in a jurisdiction outside of the United States in which formal plan documents are not customary, a summary of the material terms of such plan, shall have been made available in the Data Room as of the Date of this Agreement; (iv) with respect to any Assumed Benefit Plan that provides defined benefit pension or retiree medical benefits, a good faith estimate of the accumulated benefit obligation or accumulated postretirement benefit obligation of such Assumed Benefit Plan, as applicable, with respect to liabilities that, to the knowledge of Seller, may become obligations of Buyer and its Affiliates, shall have been delivered to Buyer as of the date of this Agreement; and (v) with respect to any Assumed Benefit Plan described in the preceding clause (iv) that is funded, a good faith estimate of the value of the assets of such plan that, to the knowledge of Seller, may transfer to Buyer pursuant to Annex 2.02(a)(xii), shall have been delivered to Buyer as of the date of this Agreement. (b) Parent has provided or made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan There does not now exist, nor do any circumstances exist that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would could reasonably be expected to cause result in, any Controlled Group Liability that could be a liability of Buyer and its Affiliates following the loss of such qualification or exemption or the imposition Closing in respect of any liability, penalty employee benefit plan maintained or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected contributed to have a Company Material Adverse Effectby Seller and its Affiliates and that is not an Assumed Benefit Plan. (d) No condition exists that is reasonably likely to subject Parent Each Assumed Benefit Plan (and each related trust, insurance contract or any fund) (i) has been maintained, contributed to, funded, operated and administered in all material respects in accordance with the terms of the Parent Subsidiaries to any direct or indirect such Assumed Benefit Plan and in accordance in all material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975respects with ERISA, 4976, or 4980B of the Code and any other applicable Law, (ii) if intended to qualify for special Tax treatment, meets in all material respects all requirements for such treatment and (iii) if intended to be funded and/or book-reserved, is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions and as required by applicable Law. There are no material pending or threatened claims (other liability with than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted in respect to the Parent of Assumed Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, that could reasonably be expected to have a Parent Material Adverse Effectresult in any material liability to any Governmental Entity, any participant in any Assumed Benefit Plan or any other party. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will Transactions (either whether alone or in combination together with another eventany other events) (i) will, subject to Buyer’s compliance with its obligations under Section 8.01 of this Agreement, result in any material payment becoming due to any current or former directorcause the accelerated vesting, employee funding or consultant delivery of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount of any, payment or benefit to any Employee of the Business, in each case, except for arrangements relating to the exercise by an Employee of the Business of any rights under applicable Law (including any right to object to a mandatory transfer of employment to Buyer or any of its Affiliates and any right to reject an offer of employment from Buyer or any of its Affiliates). No amount paid or payable (whether in the form of cash, property or result other benefits) by Seller in connection with the Transactions hereby (whether alone or together with any other material obligation pursuant to, any of the Parent Benefit Plans, or (iiievents) result in any payment that would will be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(aSchedule 5.20(a) sets forth all pension, savings, retirement, health, insurance, severance and other employee benefit or fringe benefit plans maintained or sponsored by the Company and any trade or business (whether or not incorporated) under common control with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Code (the "Controlled Group"), or with respect to which the Company has any responsibility or liability (collectively referred to herein as the "Plans"). Notwithstanding the foregoing, "Plans" shall not include employment related contracts deemed to have been created by conduct, oral statements, written rules or policies or other publications, none of which were published or stated intending to create an employment related contract nor, to the knowledge of the Company, has been asserted as the basis for the claimed existence of an employment related contract. With respect to the Plans, the Company and any member of the Controlled Group have delivered to Parent Disclosure Letter contains or its representatives current copies of: (i) the Plan documents, and, where applicable, related trust agreements, and any related agreements which are in writing; (ii) summary Plan descriptions; (iii) the most recent Internal Revenue Service determination letter relating to each Plan for which a correct letter of determination was obtained; (iv) to the extent required to be filed, the most recent Annual Report (Form 5500 Series and complete list accompanying schedules of each material Parent Benefit Plan and applicable financial statements) as of filed with the date of this AgreementInternal Revenue Service; and (v) audited financial statements, if any. (b) Parent has provided or In all material respects, each Plan conforms to, and its administration is in substantial compliance with, all applicable requirements of law, including, without limitation, ERISA and the Code and all of the Plans are in full force and effect as written, and all premiums, contributions and other payments required to be made available to by the Company with respect to each material Parent Benefit or any member of the Controlled Group under the terms of any Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationshave been made or accrued. (c) With respect to each Parent Benefit Each Plan maintained by the Company or any member of the Controlled Group that is intended to qualify be qualified under Section 401(a) of the Code, such plan, Code and its related trust, each trust maintained pursuant thereto has received been determined to be exempt from Federal taxation by the Internal Revenue Service and has a favorable determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the CodeInternal Revenue Service with respect to each such Plan, and, to the Knowledge knowledge of Parentthe Company, nothing has occurred with respect to since the operation of any such plan which would reasonably be expected to cause the loss date of such letter which could adversely impact such qualification and tax exemption. No Plan maintained by the Company or exemption or any member of the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists Controlled Group that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV an employee welfare benefit plan as defined in Section 3(1) of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of (the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15"Welfare Plan") of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (is funded through a grantor trust or otherwisevoluntary employees' beneficiary association as defined in Section 501(c)(9) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (kd) Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.Schedule 5.20

Employee Plans. (a) Section 4.17(a) of the Parent Disclosure Letter contains a Buyer will make made available upon written request for examination by NMC true, correct and complete list copies of: (i) the most recent Internal Revenue Service determination letter relating to each of Buyer's pension, profit-sharing, stock bonus or other deferred compensation arrangements, if any, for which a letter was obtained except for any multi-employer plans sponsored by Buyer, (each a "Plan" and collectively the "Plans"); (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedules of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent has provided or made available to the Company sponsored by Buyer with respect to each material Parent Benefit Plan which the same are required, as filed pursuant to applicable law; and (iiii) a true and complete copy of all plan documents, if anyas amended to date, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) modifications with respect to each Plan sponsored by Buyer, as well as the most recent financial statements of each of such plans. With respect to each Parent Benefit Plan that of such Plans as to which an Annual Report (Form 5500 series) is intended required to qualify under Section 401(a) be filed, no liabilities as of the Code, date of such planAnnual Report exist unless specifically referred to in the most recent such Annual Report, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing no material change has occurred with respect to the operation matters covered by the last Annual Report since the date thereof. Buyer does not know, nor have any reasonable grounds to know, of any "prohibited transaction," as such plan term is defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), which has been engaged in by Buyer or by any Plan sponsored by Buyer, any trust created thereunder or any trustee, administrator or other fiduciary thereof, or which would reasonably be expected subject such Plan or any such entity, or any party dealing with such Plan or any such trust, to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under sanctions imposed by ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any tax on prohibited transactions imposed by Section 4975 of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) Code. There are no actions, suits or claims pending or, to the Knowledge best of ParentBuyer's knowledge, after due inquiry, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to or any funds administrator or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None fiduciary thereof. Neither any of the Parent Benefit Plans provide retiree health nor any said trust have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA or life insurance benefits except as may be Section 412(a) of the Code (whether or not waived), since the Closing Date of ERISA. The terms and operation of each of the Plans have complied to the extent required by with the provisions of Section 4980B 401(a) of the Code and Section 601 of with ERISA, and all reports and notices required by ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning have been duly filed or given. Buyer shall make available for examination by JK or RK a list of Section 280G all of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Buyer's Plans subject to Title IV of ERISA and all trusts created thereunder which have been terminated, and all "reportable events," as that term is defined in Section 4043 of ERISA, if any. Except as may be specified in Buyer's Disclosure Schedule hereto, none of Buyer's Plans and no such trust has been terminated, nor has any such "reportable event" occurred with respect to any such Plans since the Laws effective date of any jurisdiction outside ERISA. The present value, on a plan termination basis, of all benefits accrued under each Plan sponsored or contributed to by Buyer and subject to Title IV of ERISA did not, as of the United States (i) have been maintained in accordance with all applicable requirementsmost recent valuation date, (ii) that are intended to qualify for special Tax treatment, meet all requirements for exceed the fair market value of the assets of such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, plan as appropriate, based upon reasonable actuarial assumptionsof such date.

Employee Plans. (a) Section 4.17(aSchedule 3.19(a) of the Parent Disclosure Letter contains sets forth a correct and complete list of each material Parent Benefit Plan as of the date of this Agreement(other than individual offer letters with (i) no severance, retention or change in control payments or benefits and (ii) no other benefits that materially deviate from form agreements that have been made available to Parent). (b) Parent has provided or made available to the Company with With respect to each material Parent Benefit Plan Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies, or forms thereof, of (i) a true the Benefit Plan document, including, for the avoidance of doubt, any amendments or supplements thereto, and complete copy of all plan related trust documents, if anyinsurance Contracts or other funding vehicle documents (or where no such copies are available, including related trust agreementsa written description thereof), funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent recently prepared actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto report and (Ciii) all current summary plan descriptions and summaries of material modificationscorrespondence to or from any Governmental Entity received since December 31, 2022 with respect thereto (or where no such copies are available, a written description thereof). (c) Each Benefit Plan (including any related trusts) has been established, operated and administered in compliance in all respects with its terms and Applicable Laws, including ERISA and the Code, and all contributions or other amounts payable by the applicable sponsor of such Benefit Plan with respect thereto in respect of the current or prior plan year have been paid or accrued in accordance with GAAP, except, in each case, as would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) There are no Proceedings (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened in writing by a Governmental Entity, on behalf of or against any Benefit Plan or any trust related thereto, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (e) With respect to each Parent Benefit Plan that is an ERISA Plan, the Company has made available to Parent, to the extent applicable, correct and complete copies of (i) the most recent summary plan description together with any summaries of all material modifications and supplements thereto, (ii) the most recent IRS determination or opinion letter and (iii) the two most recent annual reports on Form 5500 and, for the avoidance of doubt, all schedules and financial statements attached thereto. (f) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect each Benefit Plan that is an ERISA Plan and that is intended to qualify be qualified under Section 401(a) of the Code, such planCode has been determined by the IRS to be so qualified, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parentthe Company, nothing has occurred with respect to that would adversely affect the operation qualification or Tax exemption of any such plan Benefit Plan that is an ERISA Plan. With respect to each Benefit Plan that is an ERISA Plan, neither the Company nor any of its Subsidiaries has engaged in a transaction in connection with which would the Company or any of its Subsidiaries reasonably could be expected subject to cause the loss either a civil penalty assessed pursuant to Section 409 or 502(i) of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (dg) No condition exists Neither the Company nor any of its ERISA Affiliates contributes to or has any obligation with respect to a Benefit Plan that is reasonably likely subject to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B 412 of the Code or other Section 302 or Title IV of ERISA. (h) Neither the Company nor any of its ERISA Affiliates maintains, participates in or contributes to, or has any outstanding obligation under any Multiemployer Plan. (i) Neither the Company nor any of its respective ERISA Affiliates has any liability with respect to a (i) plan which is subject to Section 412 of the Parent Benefit Plans Code or with respect to any ongoing, frozen Section 302 or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) Title IV of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate(ii) Multiemployer Plan, except except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. (ej) With respect to any Multiemployer Plan, neither Parent nor any No Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectERISA). (fk) There are Except as required by Applicable Law, no pending orBenefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person (excluding any individual employment, separation or termination agreements or arrangements under which the Company subsidizes any benefits pursuant to the Knowledge Consolidated Omnibus Budget Reconciliation Act of Parent1985, threatened as amended, for any Person), and the Company has no existing material actions, claims or lawsuits against or relating obligation to provide any such benefits to any Parent Benefit Plan or any trusts related thereto with respect to employees of the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectCompany. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (hl) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of or the performance under this Agreement nor or the consummation of the transactions contemplated hereby or thereby will (by this Agreement could reasonably be expected to, either alone or in combination with another event) , (i) result in entitle any Company Employee to material severance pay or any material payment becoming due to increase in severance pay under any current or former director, employee or consultant of Parent and the Parent SubsidiariesBenefit Plan, (ii) accelerate the time of payment or vesting or result in of any payment or funding (through a grantor trust or otherwise) of material compensation or benefits underunder any Benefit Plan, or materially increase the amount payable or result in of compensation due to any other material obligation pursuant to, Company Employee under any of the Parent Benefit PlansPlan, or (iii) result in limit or restrict the right to merge, terminate, materially amend, supplement or otherwise materially modify or transfer the assets of any Benefit Plan on or following the Effective Time. (m) The Company does not have any obligation to provide, and no Benefit Plan or other agreement or arrangement provides any individual with the right to, a gross up, indemnification, reimbursement or other payment that would be considered an “excess parachute payment” within the meaning of for any excise or additional Taxes incurred pursuant to Section 280G 409A or Section 4999 of the Code or due to the failure of any “disqualified individual” within the meaning of payment to be deductible under Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (kn) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Applicable Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. (o) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Group plc Pension Scheme (the “Pension Scheme”) is in compliance, and has been operated in accordance with, all Applicable Laws and regulations relating to the Pension Scheme, including, without limitation, any applicable provisions of the Pensions Act 2008, (ii) the Pension Scheme is a registered pension scheme within the meaning of s.150(2) Finance Act 2004 and, to the Knowledge of the Company, there is no reason why His Majesty’s Revenue and Customs would reasonably be expected to withdraw such registration, (iii) all contributions and expenses in respect of the Pension Scheme have been paid on the due dates and at the rates in accordance with the terms of the Pension Scheme and in the schedule of contributions currently applicable to the Pension Scheme, (iv) no contributions are payable in arrears, and there is no outstanding or contingent liability which may be attributable to the Company or its Subsidiaries to meet any expenses in respect of the Pension Scheme which have already been incurred, other than expenses in the ordinary course of administration of the Pension Scheme, (v) no notifiable event for the purposes of s.69 Pensions Act 2004 has occurred in relation to the Pension Scheme which has not been duly notified to the applicable Governmental Entity or which has fallen within directions issued by the applicable Governmental Entity under s.69(1) Pensions Act 2004, and (vi) no event has taken place which has resulted or will or may result in the commencement of the winding up of the Pension Scheme (or any part of it).

Employee Plans. (a) Section 4.17(a‎‎Section 3.15(a) of the Parent Company Disclosure Letter contains sets forth a correct complete and complete accurate list of each material Parent Benefit Plan as Employee Plan, other than any Contract under which a single individual (who is not an officer or director of the date Company or any of this Agreementits Subsidiaries) is eligible to receive immaterial compensation and/or benefits and that is terminable by the Company or its Subsidiaries at-will or with no more than three (3) months’ notice or pay in lieu thereof (or any additional period or payment as required by Applicable Law) without further liability or financial obligation, whether actual or contingent, to the Company or its Subsidiaries. With respect to each Employee Plan listed in ‎Section 3.15(a) of the Company Disclosure Letter, the Company has provided to Parent true and correct copies of (as applicable): (i) the current plan document, as amended thereto (and for any unwritten plan, a summary of the material terms); (ii) the most recent summary plan description or other summary provided, if any, to employees; (iii) the most recent determination, opinion or advisory letter received from the Internal Revenue Service with respect to each Employee Plan that is intended to be qualified under Code Section 401(a); and (iv) correspondence to or from any Governmental Authority related to such Employee Plan regarding any non-compliance, corrective actions, audits, investigations or inquiries. (b) Parent Each Employee Plan has provided or made available to the Company been established, maintained, funded, operated and administered in compliance with respect to each material Parent Benefit Plan (i) a true its terms and complete copy of with all plan documentsapplicable Laws, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which except as would not reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists . Each Employee Plan that is reasonably likely intended to subject Parent be qualified under Section 401(a) of the Code has received a current favorable determination letter from the Internal Revenue Service or may rely upon a current prototype opinion or advisory letter from the Internal Revenue Service, and, to the Company's Knowledge, nothing has occurred that would adversely affect the qualification of such Employee Plan. Each material Employee Plan providing compensation or benefits to employees of the Company or any of the Parent Company Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B who are located outside of the Code United States that is required to be registered has been timely and properly registered. All material employer and employee contributions to each Employee Plan required by Law or other liability by the terms of such Employee Plan have been timely made, or, if applicable, reserved or accrued in accordance with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except Company’s accounting practices. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit , all Employee Plans provide retiree health or life insurance benefits except as may that are required to be funded are fully funded, or, if applicable, adequate reserves have been established with respect to any Employee Plan that is not required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. to be fully funded. No Employee Plan (i) Except is a defined benefit plan (as provided defined in this AgreementERISA, neither whether or not subject to ERISA), seniority premium, termination indemnity, gratuity or similar plan or arrangement, or a multiemployer plan (as defined in Section 3(37) of ERISA), or (ii) provides retiree or post-termination health, life or other welfare benefits to any Person, other than as required by Law. Neither the execution and delivery of this Agreement Company nor the consummation any of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to Company Subsidiaries has any current or former director, employee or consultant future material Liability on account of Parent and the Parent Subsidiaries, (ii) accelerate the at any time of payment or vesting or result in any payment or funding (through being considered a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in single employer with any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Person under Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G 414 of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code, or otherwise. (k) . Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, there is no Legal Proceeding (other than routine and undisputed claims for benefits) pending or, to the Knowledge of the Company, threatened with respect to any Employee Plan or against the assets of any Employee Plan. Neither the Company nor any of the Company Subsidiaries has incurred (whether or not assessed), or is reasonably be expected to have incur or to be subject to, any Tax or other penalty under Section 4980B, 4980D or 4980H of the Code. (c) Other than as set forth in ‎‎Section 3.15(b) of the Company Disclosure Letter, neither the execution or delivery by the Company of this Agreement nor the consummation of the transactions contemplated by this Agreement will (A) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company or any of the Company Subsidiaries, (B) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such current or former director, employee or independent contractor, (C) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, (D) increase the amount of compensation due to any Person, , or (E) result in the forgiveness in whole or in part of any outstanding loans made by the Company to any Person. (d) No amount that is payable (whether in cash or property or the vesting of property) under an Employee Plan as a result of the consummation of the transactions contemplated by this Agreement to any employee, officer, director, shareholder or other service provider of the Company Material Adverse Effect(whether current, all Parent Benefit Plans former or retired) will, individually or in combination with any other such payment, be an "excess parachute payment" within the meaning of Section 280G of the Code that would not be deductible thereunder or would be subject to the Laws of any jurisdiction outside an excise tax under Section 4999 of the United States Code. (ie) Neither the Company nor any of its Affiliates have any obligation to gross-up, indemnify or otherwise reimburse any individual with respect to Tax under Sections 409A or 4999 of the Code. (f) Each Employee Plan, or other agreement or arrangement of the Company or any of its affiliates that constitute a "nonqualified deferred compensation plan" (as defined in Section 409A(d)(1) of the Code) has been maintained operated and maintained, in form and operation, in accordance with Section 409A of the Code and applicable guidance of the Department of Treasury and Internal Revenue Service, in all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsmaterial respects.

Employee Plans. (a) Schedule 5.20(a) sets forth all "employee benefit plans," as defined in Section 4.17(a3(3) of ERISA, and all other employee benefits, policies or payroll practices, including, without limitation, any retirement, health, insurance, severance, deferred compensation, bonus, incentive, stock purchase, stock option or fringe benefit plans or programs maintained or sponsored by the Parent Disclosure Letter contains Company, or with respect to which the Company has any responsibility or liability (collectively referred to herein as the "Plans"). With respect to the Plans, the Seller has delivered to the Buyer or its representatives copies of: (i) the plan documents, and, where applicable, related trust agreements, and any related agreements which are in writing; (ii) summary plan descriptions; (iii) the most recent Internal Revenue Service determination letter relating to each Plan for which a correct letter of determination was obtained; (iv) to the extent required to be filed, the most recent Annual Report (Form 5500 Series and complete list accompanying schedules of each material Parent Benefit Plan and applicable financial statements) as of filed with the date of this AgreementInternal Revenue Service; and (v) audited financial statements, if any. (b) Parent has provided or In all material respects, each Plan conforms to, and its administration is in compliance with, all applicable requirements of law, including, without limitation, ERISA and the Code and all of the Plans are in full force and effect as written, and all premiums, contributions and other payments required to be made available to by the Company with respect to each material Parent Benefit under the terms of any Plan (i) a true and complete copy of all plan documents, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationshave been made or accrued. (c) With respect to each Parent Benefit Each Plan maintained by the Company that is intended to qualify be qualified under Section 401(a) of the Code, such plan, Code and its related trust, each trust maintained pursuant thereto has been determined to be exempt from federal taxation under Section 501 of the Code by the Internal Revenue Service and the Company has received a favorable determination letter from the IRS Internal Revenue Service with respect to each such Plan. To the knowledge of the Seller and the Company, no circumstances or events have occurred that it could adversely affect the qualified status of any Plan or related trust. No Plan maintained by the Company that is so qualified and that its trust an employee welfare benefit plan as defined in Section 3(1) of ERISA is exempt from Tax under funded through a voluntary employee beneficiary association as defined in Section 501(a501(c)(9) of the Code. (d) Neither the Company nor any trade or business (whether or not incorporated) under common control with the Company within the meaning of Sections 414(b), and(c), (m) or (o) of the Code (the "Controlled Group") has ever maintained, contributed to or incurred any liability with respect to any plan subject to Title IV of ERISA or Section 412 of the Code. Neither the Company nor any member of the Controlled Group has any material liability under Section 4062 of ERISA to the Pension Benefit Guaranty Corporation or to a trustee appointed under Section 4042 of ERISA. Neither the Company nor any member of the Controlled Group has engaged in any transaction described in Section 4069 of ERISA. (e) There are no multiemployer plans (as defined in SubSection 3(37) of ERISA) ("Multiemployer Plans") to which the Company or any other member of the Controlled Group is, or has been, required to make a contribution or other payment. Neither the Company nor any member of the Controlled Group has withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has any of them incurred any material liability due to the termination or reorganization of such a Multiemployer Plan. (f) There has been no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Part 4 of Subtitle B of Title I of ERISA) with respect to any Plan or penalty under Section 502(i) of the Code for which the Company could have any liability. (g) Except as set forth on Schedule 5.20(g), the Company does not maintain any Plan providing post-retirement benefits other than Plans qualified under Section 401(a) of the Code ("Post-Retirement Benefits") or as required under applicable continuation of coverage laws. The Company is not liable for Post-Retirement Benefits under any plan not maintained by the Company. The Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601 to 608 of ERISA relating to continuation coverage for group health plans. (h) There has been no material violation of ERISA or the Code with respect to the filing of applicable reports, documents and notices regarding the Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to the participants or beneficiaries of the Plans. (i) There are no pending actions, claims or lawsuits which have been asserted, instituted or, to the Knowledge knowledge of Parentthe Seller and the Company, nothing has occurred threatened, against the Plans, the assets of any of the trusts under the Plans or the Plan sponsor or the Plan administrator, or, to the knowledge of the Seller and the Company, against any fiduciary of the Plans with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits benefit claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for There has been no mass layoff or plant closing as defined by the gross-up Worker Adjustment and Retraining Notification Act or reimbursement of Taxes under Section 409A any similar state or 4999 local "plant closing" law with respect to the employees of the Code, or otherwiseCompany. (k) Except as would The execution of, and the performance of the transactions contemplated by, this Agreement will not, individually either alone or upon the occurrence of subsequent events, result in the aggregateany payment (whether of severance pay or otherwise), reasonably be expected acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to have a fund benefits with respect to any employee. (l) There are no Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsemployee stock option plans outstanding.

Employee Plans. (a) Section 4.17(a) The Registration Statement and Exhibits include a complete description of the Parent Disclosure Letter contains a correct all Employee Plans and Benefit Arrangements maintained, administered or contributed to, or otherwise participated in, by Sound LLC. True and complete list copies of each material Parent such Employee Plan or Benefit Plan as of the date of this Agreement. (b) Parent has Arrangement, including amendments thereto, have been provided or made available to the Company Company, together with respect to each material Parent Benefit Plan true and complete copies of (i) a true and complete copy of all plan documentsannual reports for the most recent three (3) years, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to all plan documents and the extent applicable most recent summary plan description of each such Employee Plan, together with any modifications thereto, and (Aiii) the most recent actuarial valuation reports, favorable determination letter (Bif applicable) from the most recent Form 5500 filed with Internal Revenue Service for each such Employee Plan. None of the U.S. Department Employee Plans is a “multiemployer plan” as defined in Section 3(37) of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that is intended to qualify under ERISA or a “multiple employer plan” as covered in Section 401(a412(c) of the Code, and Sound LLC has not been obligated to make a contribution to any multiemployer or multiple employer plan. All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such plan, Employee Plan or Benefit Arrangement and its related trust, has received a determination letter from all contributions for any period ending on or before the IRS that it Closing Date which are not yet due have been paid to each such Employee Plan or Benefit Arrangement or accrued in accordance with past custom and practice of Sound LLC. Each Employee Plan which is intended to be qualified under Section 401 (a) of the Code is so qualified and that its each trust maintained pursuant thereto is exempt from Tax income tax under Section 501(a) of the Code. None of Sound LLC, andany Employee Plan, to the Knowledge of Parentany trusts created thereunder, nothing and any trustee, administrator nor any other fiduciary thereof has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except engaged in a “prohibited transaction,” as would not, individually or defined in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV Section 406 of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 4975 of the Code, or otherwiseany breach of fiduciary duty as defined in Part 4 of Subtitle B of Title I of ERISA. (k) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Plans. (a) Section 4.17(a) of the Parent Disclosure Letter Schedule 3.11 contains a correct true and complete list of each material Parent Employee Benefit Plan as of Plan. With respect to each material Employee Benefit Plan, the date of this Agreement. (b) Parent Company has provided or made available to the Company with respect to each material Parent Benefit Plan Buyer true and complete copies of: (i) a true and complete copy of all plan documentssuch Employee Benefit Plan, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) to such Employee Benefit Plan: all administrative agreements, insurance contracts or other funding arrangements; the most recent actuarial valuation reports, (B) Forms 5500 required to have been filed and all schedules thereto; the most recent Form 5500 filed with the U.S. Department of Labor and IRS determination or opinion letter; all schedules thereto and (C) current employee handbooks or manuals; all current summary plan descriptions and any summaries of material modifications; all amendments and modifications to any such document currently in effect; the most recent plan year’s nondiscrimination testing; and all material correspondence to or from a Governmental Entity since April 13, 2018. (b) Except as disclosed in the Schedule 3.11(b): (i) Each Employee Benefit Plan has been operated and administered in compliance in all material respects with its terms and with all applicable Legal Requirements, including ERISA and the Code and the Affordable Care Act; and all contributions and premiums required to have been paid by the Group Companies to any Employee Benefit Plan under the terms of any such Employee Benefit Plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Legal Requirements have been paid within the time prescribed by any such Employee Benefit Plan, arrangement or applicable Legal Requirements. There is no action, claim, complaint, investigation, petition, suit, or other proceeding in law or in equity pending or, to the Company’s Knowledge, threatened against, or arising out of, any Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits). (ii) Each Employee Benefit Plan intended to be qualified under Code Section 401(a), and the trust (if any) forming a part thereof, has received a favorable determination letter, where applicable, from the Internal Revenue Service as to its qualification under the Code or is the subject of a favorable Internal Revenue Service opinion letter issued to a prototype or volume submitter plan sponsor; and, to the Company’s Knowledge, nothing has occurred since the date of such determination or opinion letter that could reasonably be expected to adversely affect such qualification or tax-exempt status. (iii) No Employee Benefit Plan is (1) a “multiple employer plan” for purposes of Section 4063, Section 4064 or Section 4066 of ERISA or Code Section 413, (2) a Multiemployer Plan, (3) subject to Code Section 412 or Section 302 or Title IV of ERISA, or (4) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. None of the Group Companies has incurred any Liability (including as a result of any indemnification obligation or as a result of being treated as an ERISA Affiliate with any other Person) under Title I or Title IV of ERISA for which any of the Group Companies could be liable. (iv) No current or former employee, officer, director or independent contractor of any of the Group Companies is or will become entitled (or any dependent thereof) to death or post-employment death, insurance or medical benefits by reason of service to any of the Group Companies, other than coverage mandated by COBRA. None of the Group Companies have incurred (whether or not assessed) or is subject to any material payment, Tax, penalty or other liability under the Affordable Care Act, including under Code Sections 4980D and 4980H or with respect to the reporting requirements under Code Section 6055 and Code Section 6056. (v) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event or events, (1) entitle any employee, officer, director or individual independent contractor of the Group Companies to severance pay or any other payments or benefits under any Employee Benefit Plan; (2) accelerate the time of payment or vesting, increase the amount of compensation, or otherwise enhance any Employee Benefit Plan benefit due any such individual; (3) directly or indirectly require any contributions or payments to fund any obligations under any Employee Benefit Plan; (4) otherwise give rise to any material liability of any of the Group Companies under any Employee Benefit Plan; or (5) limit or restrict the right of any of the Group Companies to terminate or amend any Employee Benefit Plan on or following the Closing. (vi) Each Employee Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of Treasury Regulation Section 1.409A-1) has been and is in compliance, in all material respects, both in form and operation, with Section 409A of the Code and the Treasury Regulations and guidance promulgated thereunder. There is no Contract, Employee Benefit Plan or other arrangement which requires any of the Group Companies to pay a Tax gross-up, indemnification payment or reimbursement for Taxes under Code Section 409A or Code Section 4999 or otherwise. (vii) No Employee Benefit Plan covers or otherwise provides benefits to any employee or other individual service provider working or residing outside of the United States. (c) With No Group Company has engaged in any non-exempt prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) with respect to each Parent any Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing has occurred with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries Group Company to any direct Tax or indirect material liability under Title IV of ERISA penalty (civil or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975otherwise) imposed by ERISA, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) With respect to any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) applicable Legal Requirement. There are no pending or, to the Knowledge of ParentCompany’s Knowledge, threatened material actions, Proceedings (other than ordinary course claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto for benefits) with respect to the operation of such plan (other than routine benefits claims), except where such claims any Employee Benefit Plan that would not, individually or in the aggregate, be reasonably be expected likely to have a Parent Material Adverse Effectsubject any Group Company to any Liability. (gd) Each Parent Benefit Plan has been established and administered No amount that could be received (whether in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds cash or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant property or the participant’s beneficiary. (i) Except vesting of property), as provided in this Agreement, neither the execution and delivery a result of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement, by any employee, officer, director or thereby will (either alone stockholder or in combination with another event) (i) result in other service provider of any material payment becoming due to Group Company under any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Employee Benefit Plans, or (iii) result in any payment that Plan would not be considered an “excess parachute payment” within the meaning deductible by reason of Section 280G of the Code or would be subject to any “disqualified individual” within the meaning of Section 280G of the Code. (j) No Parent Benefit Plan provides for the gross-up or reimbursement of Taxes an excise tax under Section 409A or 4999 of the Code, determined without regard to any arrangements entered into or otherwisenegotiated with Buyer or any of its Affiliates. (ke) Except as would not, individually or in This Section 3.11 contains the aggregate, reasonably be expected to have a sole and exclusive representations and warranties of the Company Material Adverse Effect, all Parent Benefit Plans subject with respect to the Laws of any jurisdiction outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsGroup Companies’ Employee Benefit Plans.

Employee Plans. (a) Section 4.17(a4.11 of the Company Disclosure Memorandum lists each "employee benefit plan," as defined in Section 3(3) of the Parent Disclosure Letter contains Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than a correct "multiemployer plan" within the meaning of Section 3(37) of ERISA ("Multiemployer Plan"), whether or not subject to ERISA, and complete list of each other employment, severance, incentive, retention, change in control or other material Parent Benefit Plan as compensatory plan, policy, agreement or arrangement and the maximum liability of the date Company and its Subsidiaries and, to the Knowledge of this Agreementthe Company, TNI Partners thereunder that (i) is maintained or contributed to by the Company, any of its Subsidiaries or TNI Partners and (ii) covers any director, employee or former employee of the Company, any of its Subsidiaries or TNI Partners (collectively, the "Employee Plans"). Subject to data protection or other law concerning the disclosure of personal data, the Company has made available to Parent copies of the Employee Plans (and, if applicable, related trust agreements or other funding arrangements) and all amendments thereto. (b) Parent has provided or made available to the Company Each Employee Plan (and with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documentsTNI Partners, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (AKnowledge of the Company) the most recent actuarial valuation reports, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modifications. (c) With respect to each Parent Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such planmeets, in all material respects, the applicable requirements of the Code and its related trust, has received is covered by a determination letter from issued by the IRS that it is so qualified after January 1, 1994 with respect to each plan and that its trust is exempt from Tax and each amendment thereto or such plan and trust and/or amendment are covered under the remedial amendment period provided under Code Section 501(a) of the Code, and401(b). Each Employee Plan (and with respect to TNI Partners, to the Knowledge of Parentthe Company) has been administered in compliance with its terms and with the requirements of applicable law, nothing including but not limited to ERISA, the Code and applicable case law, and the Company has occurred received no notice from any Governmental Entity questioning such plan's compliance with respect to the operation of any such plan which would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Codeapplicable law, except as where the failure to so administer would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (dc) With respect to any Employee Plan covered by Title I of ERISA (and with respect to TNI Partners, to the Knowledge of the Company), no non-exempt transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred which will cause the Company or TNI Partners to incur a liability under ERISA or the Code that would reasonably be expected to have a Material Adverse Effect on the Company. No condition exists "accumulated funding deficiency," as defined in Section 412 of the Code (and with respect to TNI Partners, to the Knowledge of the Company), has been incurred with respect to any Employee Plan subject to such Section 412, whether or not waived. No "reportable event," within the meaning of Section 4043 of ERISA, other than a "reportable event" for which the 30-day notice period has been waived, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (and with respect to TNI Partners, to the Knowledge of the Company), has occurred in connection with any Employee Plan that is reasonably likely subject to subject Parent or Title IV of ERISA. Neither the Company nor any entity that, together with the Company, would be treated as a single employer under Section 414 of the Parent Subsidiaries Code (an "ERISA Affiliate") (and with respect to TNI Partners, to the Knowledge of the Company) has engaged in a transaction described in Sections 4069 or 4212(c) of ERISA or has incurred, or reasonably expects to incur prior to the Effective Time, any direct or indirect material liability under Title IV of ERISA arising in connection with the termination of, or to a civil penalty under Section 502 complete or partial withdrawal from, any plan covered by Title IV of ERISA or that could become a liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoingCompany, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA AffiliateAffiliate after the Effective Time, except as other than a liability that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. Without limiting the foregoing, the minimum employer contributions required by law (and with respect to TNI Partners, to the Knowledge of the Company) have been made with respect to each Employee Plan. (ed) With There has been (and with respect to TNI Partners, to the Knowledge of the Company) no failure of any Multiemployer PlanEmployee Plan which is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Code Section 4980B(f) with respect to a qualified beneficiary (as defined in Section 4980B(g)), neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as other than a failure that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the Company. (fe) There are Except as set forth in the Company Disclosure Memorandum or as set forth in this Agreement, no pending director, employee or former employee of the Company or any Subsidiary thereof or, to the Knowledge of Parentthe Company, threatened material actions, claims or lawsuits against or relating TNI Partners will become entitled to any Parent Benefit Plan material bonus, retirement, severance, retention, change in control or similar benefit (including acceleration of vesting or exercise of an incentive award) as a result of the Transactions, and there is no contract, plan, program or arrangement covering any employee or former employee of the Company or any trusts related thereto with respect Subsidiary thereof or, to the operation Knowledge of such plan (other than routine benefits claims)the Company, except where such claims would notTNI Partners that, individually or in the aggregatecollectively, would reasonably be expected to have give rise to a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in any material payment becoming due to any current or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Plans, or (iii) result in any payment that would not be considered an “excess parachute payment” within deductible by Parent, the meaning Company or any Subsidiary thereof or TNI Partners by reason of Section 280G of the Code to any “disqualified individual” within the meaning of Section 280G as a result of the CodeTransactions or as a result of termination of employment in connection therewith. (jf) No Parent Benefit Plan provides for With respect to each Employee Plan, where applicable, the gross-up or reimbursement of Taxes under Section 409A or 4999 Company or, to the Knowledge of the CodeCompany, TNI Partners has provided, made available or otherwisewill make available upon request to Parent, true and complete copies of (i) the most recent IRS Form 5500 filing (including, if applicable, Schedule B thereto), (ii) the most recent financial statement, and (iii) the most recent actuarial report and Form PBGC-1 filing. (kg) Except as Section 4.11(g) of the Company Disclosure Memorandum lists each Multiemployer Plan to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, TNI Partners is required to contribute. Neither the Company, any of its Subsidiaries nor, to the Knowledge of the Company, TNI Partners has incurred a liability under Title IV of ERISA with respect to a Multiemployer Plan (including, without limitation, liability resulting from a complete or partial withdrawal) which has not been satisfied and which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (h) Except as provided in the Company Disclosure Memorandum, all Parent Benefit Plans subject the Company and, to the Laws of any jurisdiction outside Knowledge of the United States Company, TNI Partners has made no promises, representations or affirmations to participants or retirees in relation to ongoing retiree health benefits that would give rise to binding obligations. (i) Section 4.11 of the Company Disclosure Memorandum lists and, to the Knowledge of the Company, with respect to TNI Partners, each "voluntary employees beneficiary association" (within the meaning of Section 501(c)(9) of the Code) and since March 18, 1999, there have been maintained in accordance with all applicable requirements, (ii) that are intended no other "welfare benefit funds" relating to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsemployees or former employees within the meaning of Section 419 of the Code.

Employee Plans. (a) Section 4.17(a4.14(a) of the Parent Disclosure Letter contains Schedule sets forth a correct and complete list of each all material Parent Benefit Plan as Employee Plans. None of the date Employee Plans has undergone within the last six years or is undergoing an audit or investigation (nor has notice been received of this Agreementa potential audit or examination) by either the IRS, the United States Department of Labor or any other Authority. (b) Parent has provided or With respect to each Employee Plan, complete and correct copies of all material documents have been made available to the Company with respect to each material Parent Benefit Plan (i) a true and complete copy of all plan documents, if anyPurchaser, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) the most recent actuarial valuation reports, (B) plan documents or written agreements thereof and the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsdescriptions. (c) With respect to each Parent Benefit Employee Plan: (i) each has been administered in all material respects in compliance with its terms and with all applicable Laws, including ERISA and the Code; (ii) no Legal Actions (other than routine claims for benefits) are pending, or to the Company’s Knowledge threatened; (iii) all material premiums, contributions, or other payments required to have been made by Law or under the terms of any Employee Plan or any Contract or agreement relating thereto as of the Closing Date have been made or properly accrued in accordance with GAAP; (iv) all material reports, returns and similar documents required to be filed with any Authority or distributed to any plan participant have been duly filed or distributed; and (v) no “prohibited transaction” or “reportable event” has occurred within the meaning of the applicable provisions of ERISA or the Code that is could reasonably be expected to result in a material liability to the Company or Purchaser or any of its Affiliates. (d) With respect to each Employee Plan intended to qualify under Section 401(a) of the Code, such plan(i) the IRS has issued a favorable determination letter or opinion letter or advisory letter upon which the Company is entitled to rely under IRS pronouncements, and its related trust(ii) no such determination letter, opinion letter or advisory letter has been revoked nor to the Company’s Knowledge, has received a determination letter from the IRS that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, revocation been threatened and, to the Knowledge of Parent, nothing no event has occurred with respect to since the operation date of any such plan which qualification or exemption that would reasonably be expected to cause the loss of adversely affect such qualification or exemption or the imposition of any liability, penalty or Tax under ERISA or the Code, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No condition exists that is reasonably likely to subject Parent or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectexemption. (e) With respect No Employee Plan is nor was within the past six years, nor do Seller, the Company or any of their ERISA Affiliates have or reasonably expect to have any liability or obligation under (i) any employee benefit plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA; or (ii) any Multiemployer Plan, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (f) There are no pending or, to the Knowledge of Parent, threatened material actions, claims or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (g) Each Parent Benefit Plan has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISA, the Code and other applicable Laws, and all contributions required to have been made under any of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither the The execution and delivery of this Agreement nor and the consummation of the transactions contemplated hereby or thereby by this Agreement will not (either alone or in combination with another event) (i) entitle any current or former employee, consultant, officer or director of the Company to severance pay, (ii) result in any material payment from the Company or any of the Company’s Affiliates becoming due due, or increase the amount of any compensation due, to any current or former directoremployee, employee officer, director or consultant of Parent and the Parent SubsidiariesCompany, (iiiii) accelerate increase any benefits otherwise payable under any Employee Plan, (iv) result in the acceleration of the time of payment or vesting of any compensation or benefits from the Company or any of the Company’s Affiliates to any current or former employee, officer, director or consultant of the Company or (v) result in any forgiveness of indebtedness, trigger any funding obligation under any Employee Plan or impose any restrictions or limitations on the Company’s right to administer, amend or terminate any Employee Plan. (g) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or in combination with another event) result in any payment or funding deemed payment (through a grantor trust whether in cash, property, the vesting of property or otherwise) of material compensation to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could reasonably be construed, individually or benefits under, or materially increase the amount payable or result in combination with any other material obligation pursuant tosuch payment, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered to constitute an “excess parachute payment” within (as defined in Section 280G(b)(1) of the meaning Code). No Person is entitled to receive any additional payment (including any tax gross-up or other payment) from the Company or its Affiliates as a result of the imposition of the excise Taxes required by Section 280G 4999 of the Code to or any “disqualified individual” within the meaning of Taxes required by Section 280G 409A of the Code. (jh) No Parent Benefit Employee Plan provides for health, medical, or death benefits to current or former employees of the gross-up Company beyond their retirement or reimbursement other termination of Taxes service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 or as required to avoid the excise Tax under Section 409A or 4999 4980B of the Code, or otherwisecoverage mandated by any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or their dependents. (ki) Except The Company and each Employee Plan that is a “group health plan” as would notdefined in Section 733(a)(1) of ERISA (each, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside of the United States “Health Plan”) (i) have been maintained is currently in accordance compliance, in all material respects, with all applicable requirementsthe Patient Protection and Affordable Care Act, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsPub.

Employee Plans. (ai) Section 4.17(aSchedule 3.10(b)(i) of the Parent Disclosure Letter contains a correct lists all Employee Plans and complete list of each material Parent Benefit Plan as of the date of this Agreement. (b) Parent Non-US Plans. The Company has provided furnished or made available to the Company with respect to each material Parent Benefit Plan (i) a true Buyer true, correct and complete copy copies of all plan documentsthe Employee Plans and Non-US Plans, if any, including related trust agreements, funding arrangementsas amended to the date hereof, and insurance contracts and of all amendments thereto and related funding documents. (ii) All contributions or premiums required to be paid by the extent applicable (A) Company and its Subsidiaries under the most recent actuarial valuation reports, (B) the most recent Form 5500 filed terms of each Employee Plan and Non-US Plan have timely been made in accordance with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsterms thereof. (ciii) With respect Each Employee Plan has been established and maintained in compliance with its terms and the requirements of all applicable Laws (including ERISA and the Code), except as would not reasonably be expected to each Parent Benefit result in material Liability to the Company. Each Employee Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination or opinion letter from the IRS that it is so Internal Revenue Service (the “IRS”) with respect to its qualified and that its trust is exempt from Tax status under Section 501(a401(a) of the CodeCode or has pending or has time remaining in which to file an application for such determination from the IRS (or the Company and its Subsidiaries are entitled to rely on a favorable opinion or advisory letter issued by the IRS in accordance with respect to the qualified status of the plan document), and, to the Knowledge of ParentSeller, nothing there is no fact or circumstance that exists that would, individually or in the aggregate, reasonably be likely to give rise to the revocation of such qualified status. (iv) No event has occurred with respect to and no condition exists that would, individually or in the operation of any such plan which would aggregate, reasonably be expected likely to cause subject the loss Company or any of such qualification its Subsidiaries to any fine, lien, or exemption or the imposition of any liability, penalty or Tax under imposed by ERISA or the Code in respect of any Employee Plan. (v) Neither the Company nor any ERISA Affiliate maintains or contributes to or has within the past six complete calendar years maintained or contributed to, or been required to contribute to, an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV of ERISA, is a “Multiemployer Plan” or is a multiple employer plan (within the meaning of Section 4063 of ERISA or Section 413(c) of the Code) or, except as would not, individually or in the aggregate, reasonably be expected likely to have a materially adverse effect on the Company, its Subsidiaries or the Business, has any liability, directly or indirectly, with respect to such plans. Except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state or local law or as is reflected on the Financial Statements, neither the Company Material Adverse Effectnor any ERISA Affiliate is obligated to provide any retiree health or life insurance benefits to any employee or former employees of the Company or any of its Subsidiaries. (dvi) No condition exists that is reasonably likely to subject Parent Excluding claims for benefits under any Employee Plan or any of the Parent Subsidiaries to any direct or indirect material liability under Title IV of ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975, 4976, or 4980B of the Code or other liability with respect to the Parent Benefit Plans or with respect to any ongoing, frozen or terminated “singleNon-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, US Plan and except as would not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect. materially adverse effect on the Company, its Subsidiaries or the Business, (eA) With respect there is no action, suit, audit or claim or, to the Knowledge of the Seller, proceeding or investigation pending against or involving or, to the Knowledge of the Seller, threatened against or involving any Multiemployer PlanEmployee Plan or Non-US Plan before any court or arbitrator or any Governmental Entity, neither Parent nor any of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfiedor federal, except as would notstate or local official that would, individually or in the aggregate, reasonably be expected likely to have subject the Company or any of its Subsidiaries to a Parent Material Adverse Effect. material liability, except those first arising after the date hereof in the ordinary course of business and (fB) There are no pending or, to the Knowledge of Parentthe Seller, threatened material actions, claims there are no facts or lawsuits against or relating to any Parent Benefit Plan or any trusts related thereto with respect to the operation of such plan (other than routine benefits claims), except where such claims would notcircumstances existing that would, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effectgive rise to such actions, suits, audits, claims or proceedings. (gvii) Each Parent Benefit Plan There has been established and administered in all respects in accordance with its terms, and in compliance in all respects with the applicable provisions of ERISAno amendment to or announcement by, the Code and other applicable Laws, and all contributions required to have been made under Company or any of the Parent Benefit Plans to its Subsidiaries relating to, or change in employee participation or coverage under, any funds Employee Plan or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as Non-US Plan that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at increase materially the expense of maintaining such plan above the participant or level of the participant’s beneficiaryexpense incurred therefor for the most recent fiscal year. (iviii) Except as provided in this Agreement, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions transaction contemplated hereby or thereby will (either whether alone or in combination connection with another eventany other event(s)): (A) entitle any employee of the Company or any of its Subsidiaries to severance pay or any increase in severance pay (ior other compensation or benefits) result in upon any material payment becoming due to any current or former director, employee or consultant termination of Parent and the Parent Subsidiaries, employment; (iiB) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material any Employee compensation or benefits under, or materially increase the amount payable or result in any other material obligation pursuant to, any of the Parent Benefit Employee Plans or Non-US Plans; (C) limit or restrict the right of the Company or any of its Subsidiaries or, after the consummation of the transaction, Buyer or any of its Subsidiaries, to merge, amend or terminate any of the Employee Plans or Non-US Plans (other than solely pursuant to applicable Law); or (iiiD) result in payments under any payment of the Employee Plans in effect as of immediately prior to the Closing that would not be considered an “excess parachute payment” within the meaning of Section 280G of the Code to any “disqualified individual” within the meaning of deductible under Section 280G of the Code. (jix) No Parent Benefit Employee Plan provides for the gross-up any person with any amount of additional compensation if such individual is provided amounts subject to excise or reimbursement of Taxes additional taxes imposed under Section Sections 409A or 4999 of the Code, or otherwise. (kx) Except Each Employee Plan that is a “nonqualified deferred compensation plan” (as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws of any jurisdiction outside defined under Section 409A(d)(1) of the United States Code) is in documentary compliance in all material respects with Section 409A of the Code and the guidance provided thereunder and has been operated and administered in compliance in all material respects with Section 409A of the Code and the guidance provided thereunder. (ixi) have Each Non-U.S. Plan has been maintained in accordance compliance in all material respects with its terms and the requirements of any and all applicable requirementsLaws and has been maintained, (ii) that are intended to qualify for special Tax treatmentwhere required, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsin good standing with applicable regulatory authorities.

Employee Plans. (a) Section 4.17(aSchedule 3.9(a) of the Parent Disclosure Letter contains set forth a true, correct and complete list of each material Parent all Employee Benefit Plan as of the date of this AgreementPlans. (b) Parent No Employee Benefit Plan is a, and none of the Group Companies nor any ERISA Affiliate, now or since the Lookback Date sponsored, maintained, contributed to, been required to contribute to, or has provided or made available to has had since the Company Lookback Date any Liability with respect to each any Multiemployer Plan, a plan that is subject to Title IV or Section 302 of ERISA or Sections 412, 430 or 4871 of the Code, a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). No material Parent Benefit Plan (i) a true and complete copy Liability under Title IV of all plan documentsERISA has been or, if any, including related trust agreements, funding arrangements, and insurance contracts and all amendments thereto and (ii) to the extent applicable (A) knowledge of the most recent actuarial valuation reportsGroup Companies, (B) the most recent Form 5500 filed with the U.S. Department of Labor and all schedules thereto and (C) all current summary plan descriptions and summaries of material modificationsis reasonably expected to be incurred by any Group Company. (c) With respect to Except as set forth on Schedule 3.9(c), each Parent Employee Benefit Plan has been established, maintained, administered and funded in accordance with its terms and in compliance in all material respects with the applicable requirements of ERISA, the Code and any other applicable Laws. Each Employee Benefit Plan that is intended to qualify be qualified under Section 401(a) of the Code, such plan, and its related trust, Code has received a favorable determination letter from the IRS Internal Revenue Service that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Code, or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan and, there are no facts or circumstances that would be reasonably likely to adversely affect the Knowledge of Parent, nothing has occurred with respect to the operation qualified status of any such plan which would reasonably be expected to Employee Benefit Plan or the exempt status of the trust or cause the loss of such qualification or exemption or the imposition of any liabilitymaterial Liability, penalty or Tax under ERISA or the Code, except as would not, individually . All contributions and premium payments due or in the aggregate, reasonably be expected payable with respect to any Employee Benefit Plan or required to have been made by any Group Company with respect to any plan to which contributions are mandated by a Company Material Adverse EffectGovernmental Entity have been timely made in all material respects. (d) No condition exists Group Company has engaged in any prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Benefit Plan that is would be reasonably likely to subject Parent or any of the Parent Subsidiaries Group Company to any direct material Tax or indirect material liability under Title IV of penalty (civil or otherwise) imposed by ERISA or to a civil penalty under Section 502 of ERISA or liability under Section 4069 of ERISA or Section 4975the Code. No Employee Benefit Plan provides health, 4976, or 4980B of the Code life insurance or other liability with respect welfare benefits to the Parent Benefit Plans or with respect former employees of any Group Company other than health continuation coverage pursuant to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by Parent or any ERISA Affiliate, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectCOBRA. (e) With respect to any Multiemployer each material Employee Benefit Plan, neither Parent nor Seller has made available to Purchaser true, correct and complete copies, to the extent applicable, of (i) each writing constituting a part of such plan and all amendments thereto, including, without limitation, all current plan and trust documents, trust agreements, and insurance Contracts and other funding vehicles, (ii) the most recent summary plan description provided to participants and any material modifications thereto, (iii) the most recent annual report (Form 5500 series) and accompanying schedules, (iv) the most recent annual financial statements and actuarial reports, (v) the most recent Internal Revenue Service determination or opinion letter and (vi) the most recent written results of its ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectall required compliance testing. (f) There are no pending orExcept as set forth on Schedule 3.9(f), neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in conjunction with any other event, will (i) result in any payment becoming due, to any current or former employee of the Knowledge of ParentGroup Companies, threatened material actions, claims (ii) increase any compensation or lawsuits against or relating benefits otherwise payable to any Parent Benefit Plan current or former employee, or (iii) entitle any trusts related thereto with respect employee of the Group Companies to payment, or accelerate the operation time of such plan (other than routine payment, funding, or vesting, or increase the amount of benefits claims), except where such claims would not, individually due to any current or in former employee of the aggregate, reasonably be expected to have a Parent Material Adverse EffectGroup Companies. (g) Each Parent Benefit Plan No Group Company has been established and administered in all respects in accordance with its terms, and in compliance in all respects with any obligation to “gross-up,” provide any payment or otherwise indemnify any individual for the applicable provisions imposition of ERISA, the excise tax under Section 4999 of the Code and other applicable Laws, and all contributions required to have been made or under any Section 409A of the Parent Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made or have been accrued and reported on Parent’s financial statements, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectCode. (h) None of the Parent Benefit Plans provide retiree health or life insurance benefits except as may be required by Section 4980B of the Code and Section 601 of ERISA or any other applicable Law or at the expense of the participant or the participant’s beneficiary. (i) Except as provided in this Agreement, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will (either alone or in combination with another event) (i) result in the payment of any material payment becoming due to any current amount that would, individually or former director, employee or consultant of Parent and the Parent Subsidiaries, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of material compensation or benefits under, or materially increase the amount payable or result in combination with any other material obligation pursuant tosuch payment, any of the Parent Benefit Plans, or (iii) result in any payment that would be considered an “excess parachute payment” within the meaning of Section 280G of the Code Code. (i) There are no pending or, to the knowledge of the Group Companies, threatened actions, claims or lawsuits against or relating to the Employee Benefit Plans, the assets of any “disqualified individual” within of the meaning trusts under such plans or the plan sponsor of the Employee Benefit Plans with respect to the operation of such plans (other than routine benefits claims). To the knowledge of the Group Companies, there are no pending or threatened actions, claims or lawsuits against the plan administrator, or against any fiduciary of the Employee Benefit Plans with respect to the operation of such plans (other than routine benefits claims). No Employee Benefit Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Entity. (j) Each Employee Benefit Plan that is subject to the Affordable Care Act has been established, maintained and administered in material compliance with the requirements of the Affordable Care Act, including all notice and coverage requirements, and the Group Companies and each ERISA Affiliate offer minimum essential health coverage, satisfying the affordability and minimum value requirements, to their full time employees (as defined by the Affordable Care Act) sufficient to prevent Liability for assessable payments under Section 280G 4980H of the Code. (jk) No Parent Employee Benefit Plan provides for that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) that is subject to ERISA is a self-insured arrangement by any of the gross-up Group Companies or reimbursement funded through a trust. None of Taxes the Group Companies has incurred (whether or not assessed), or is reasonably expected to incur or to be subject to any Tax or other penalty with respect to the reporting requirements under Section 409A Sections 6055 or 4999 6056 of the Code, as applicable, or otherwiseunder Sections 4980B or 4980D of the Code. (kl) Except as would notNo Employee Benefit Plan covers any employees, individually officers, directors or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Parent Benefit Plans subject to the Laws other individual service providers of any jurisdiction of the Group Companies residing or working outside of the United States (i) have been maintained in accordance with all applicable requirements, (ii) that are intended to qualify for special Tax treatment, meet all requirements for such treatment, and (iii) that are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptionsStates.